Common use of GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS Clause in Contracts

GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York, excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State. The Company hereby irrevocably and unconditionally agree that any suit, action or proceeding with respect to this Agreement, or any proceeding to execute or otherwise enforce any judgment in respect of any breach thereof, brought by any registered Holder of a Note against the Company or any of its property, may be brought by such Holder of a Note in the United States District Court for the Southern District of New York or any New York State Court sitting in the Borough of Manhattan as such Holder of a Note may in its sole discretion elect, and by the execution and delivery of this Agreement, the Company irrevocably submits to the jurisdiction of each such court; and agrees that process served either personally or by registered mail shall constitute, to the extent permitted by law, adequate service of process in any such suit. In addition, the Company hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue in any suit, action or proceeding arising out of or relating to this Agreement or any Note, brought in the said courts, and hereby irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Nothing herein shall in any way be deemed to limit the ability of any registered Holder of a Note to serve any such writs, process or summonses, in any manner permitted by applicable law or to obtain jurisdiction over the Company in such other jurisdiction, and in such manner, as may be permitted by applicable law.

GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS. This Agreement All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with, and with the rights of the parties shall be governed by, the law internal laws of the State of New York, excluding choice-of-law without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the law of such State that would require the application interpretations, enforcement and defense of the laws of transactions contemplated by this Warrant (whether brought against a jurisdiction other than such State. The Company hereby irrevocably and unconditionally agree that any suitparty hereto or their respective affiliates, action directors, officers, shareholders, partners, members, employees or proceeding with respect to this Agreement, or any proceeding to execute or otherwise enforce any judgment in respect of any breach thereof, brought by any registered Holder of a Note against the Company or any of its property, may agents) shall be brought by such Holder of a Note commenced exclusively in the United States District Court for the Southern District of New York or any New York State Court state and federal courts sitting in the Borough City of Manhattan as such Holder of a Note may in its sole discretion elect, and by the execution and delivery of this Agreement, the Company New York. Each party hereby irrevocably submits to the exclusive jurisdiction of each such court; the state and agrees that process served either personally federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or by registered mail shall constitutein connection herewith or with any transaction contemplated hereby or discussed herein, to the extent permitted by law, adequate service of process in any such suit. In addition, the Company and hereby irrevocably waives, and agrees not to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding arising out of is improper or relating to this Agreement or any Note, brought in the said courts, and is an inconvenient venue for such proceeding. Each party hereby irrevocably waives any claim that personal service of process and consents to process being served in any such suit, action or proceeding brought by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in any effect for notices to it under this Warrant and agrees that such court has been brought in an inconvenient forumservice shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall in any way be deemed to limit the ability of in any registered Holder of a Note way any right to serve any such writs, process or summonses, in any other manner permitted by applicable law law. If either party shall commence an action, suit or proceeding to obtain jurisdiction over enforce any provisions of this Warrant, the Company prevailing party in such action, suit or proceeding shall be reimbursed by the other jurisdictionparty for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and in prosecution of such manner, as may be permitted by applicable lawaction or proceeding.

GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS. (a) This Agreement Note and any claim or controversy relating to the subject matter hereof, whether sounding in contract law, tort law or otherwise, shall be governed by, and shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York; provided that, excluding choice-of-notwithstanding the foregoing, it is understood and agreed that all claims and causes of action (whether in contract or in tort or otherwise, or whether at law principles (including at common law or by statute) or in equity) that may be based on, arise out of or relate to Section 24 hereof shall be governed by and construed and enforced in accordance with the internal (b) Each of the law of such State that would require the application of the laws of a jurisdiction other than such State. The Company parties hereto hereby irrevocably and unconditionally agree that any suitsubmits, action or proceeding with respect to this Agreement, or any proceeding to execute or otherwise enforce any judgment in respect of any breach thereof, brought by any registered Holder of a Note against the Company or any of for itself and its property, may be brought by such Holder to the exclusive jurisdiction of a Note the Supreme Court of the State of New York sitting in New York County (borough of Manhattan) and of the United States District Court for of the Southern District of New York sitting in New York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Note, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State Court sitting in the Borough of Manhattan as such Holder of a Note may in its sole discretion elect, and by the execution and delivery of this Agreement, the Company irrevocably submits to the jurisdiction of each such court; and agrees that process served either personally or by registered mail shall constituteor, to the extent permitted by law, adequate service in such Federal court. Each of process the parties hereto agrees that a final judgment in any such suit. In addition, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the Company judgment or in any other manner provided by law. (c) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by lawit may legally and effectively do so, any objection which that it may now or hereafter have to the laying of venue in of any suit, action or proceeding arising out of or relating to this Agreement or Note in any Note, brought court referred to in the said courtsclause (a) of this Section 18, and each of the parties hereto hereby irrevocably waives any claim that any waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding brought in any such court has been brought court. (d) Each of the parties hereto hereby irrevocably agrees that service of process, summons, notice or other document by mail to such party’s address set forth in an inconvenient forum. Nothing herein shall in any way be deemed to limit the ability of any registered Holder of a Note to serve any such writsPurchase Agreement, process or summonses, in any manner permitted by applicable law or to obtain jurisdiction over the Company in such other jurisdiction, and in such manner, manner as may be permitted by applicable law, shall be valid and sufficient service thereof in any action or proceeding arising out of or relating to this Note and that any objections to such service of process are hereby waived.

GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York, excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State. The Company and the Guarantors hereby irrevocably and unconditionally agree that any suit, action or proceeding with respect to this Agreement, or any proceeding to execute or otherwise enforce any judgment in respect of any breach thereof, brought by any registered Holder of a Note against the Company or any Guarantor or any of its property, may be brought by such Holder of a Note in the United States District Court for the Southern District of New York or any New York State Court sitting in the Borough of Manhattan in New York City, as such Holder of a Note may in its sole discretion elect, and by the execution and delivery of this Agreement, each of the Company and the Guarantors irrevocably submits to the jurisdiction of each such court; and agrees that process served either personally or by registered mail shall constitute, to the extent permitted by law, adequate service of process in any such suit. In addition, each of the Company and the Guarantors hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue in any suit, action or proceeding arising out of or relating to this Agreement or any Note, brought in the said courts, and hereby irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Nothing herein shall in any way be deemed to limit the ability of any registered Holder of a Note to serve any such writs, process or summonses, in any manner permitted by applicable law or to obtain jurisdiction over the Company or the Guarantors in such other jurisdiction, and in such manner, as may be permitted by applicable law.

GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS. This Agreement shall be governed by and construed and enforced in accordance with, and with the rights of the parties shall be governed by, the law laws of the State of New York, excluding choice-of-law principles . (1) The Company and NGM irrevocably consent to the jurisdiction of the law of such State that would require the application courts of the laws State of a jurisdiction other than such State. The Company hereby irrevocably New York and unconditionally agree that the courts of the United States of America located in the Borough of Manhattan, City and State of New York over any suit, action or proceeding with respect to this Agreement, Agreement or any proceeding to execute or otherwise enforce any judgment in respect of any breach thereof, brought by any registered Holder of a Note against the transactions contemplated hereby. The Company or any of its property, may be brought by such Holder of a Note in the United States District Court for the Southern District of New York or any New York State Court sitting in the Borough of Manhattan as such Holder of a Note may in its sole discretion elect, and by the execution and delivery of this Agreement, the Company irrevocably submits to the jurisdiction of each such court; and agrees that process served either personally or by registered mail shall constitute, to the extent permitted by law, adequate service of process in any such suit. In addition, the Company hereby irrevocably waives, to the fullest extent permitted by law, NGM waive any objection which it that they may now or hereafter have to the laying venue of venue in any suit, action or proceeding arising out of or relating with respect to this Agreement or any Note, brought the transactions contemplated hereby in the said courtscourts of the State of New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and hereby irrevocably waives any claim State of New York, or that any such suit, action or proceeding brought in any such court has been the courts of the State of New York or the United States of America, in each case, located in the Borough of Manhattan, City and State of New York was brought in an inconvenient forum. Nothing herein shall court and agrees not to plead or claim the same. (2) To the extent that the Company or NGM has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, each of the Company and NGM hereby irrevocably waives and agrees not to plead or claim such immunity in respect of its obligations under this Agreement. (3) The Company and NGM irrevocably appoint CT Corporation System acting through its office at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, X.X.X. (or its successors as agent for service of process) as their authorized agent (the “Authorized Agent”) in the Borough of Manhattan in the city of New York upon which process may be served in any way law suit or proceeding, and agree that service of process upon such agent, and written notice of said service to the Company and NGM , as the case may be, by the person serving the same to the address provided for in Section 10.2 of this Agreement, shall be deemed to limit in every respect effective service of process upon the ability of any registered Holder of a Note to serve any such writsCompany and NGM, process or summonsesas the case may be, in any manner permitted by applicable law such suit or proceeding. If for any reason CT Corporation System ceases to obtain jurisdiction over be able to act as the Authorized Agent of the Company and NGM or ceases to have an address in such other jurisdictionthe Borough of Manhattan, the city of New York, the Company and NGM will appoint a successor Authorized Agent in such manneraccordance with the preceding sentence. Should the Company or NGM fail to appoint and/or maintain an agent for service of process, the Purchaser shall be entitled to appoint one for the Company and/or NGM (as the case may be permitted by applicable lawbe), at the Company’s or NGM’s cost.