Common use of Governing Law; Jurisdiction and Venue; Waiver of Jury Trial Clause in Contracts

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. (a) This Agreement is to be construed in accordance with and governed by the internal laws of the State of New York (as permitted by Section 5-1401 of the New York General Obligations Law (or any similar successor provision)) without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of New York to the rights and duties of the parties. (b) Any legal action or other legal 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 County of Denver, Colorado. Each party to this Agreement: (i) expressly and irrevocably consents and submits to the jurisdiction of each state and federal court located in the County of Denver, Colorado (and each appellate court located in the State of Colorado) in connection with any such legal proceeding, including to enforce any settlement, order or award; (ii) agrees that each state and federal court located in the County of Denver, Colorado shall be deemed to be a convenient forum; and (iii) waives and agrees not to assert (by way of motion, as a defense or otherwise), in any such legal proceeding commenced in any state or federal court located in the County of Denver, Colorado, any claim that such party is not subject personally to the jurisdiction of such court, that such legal 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. (c) Each party hereto agrees to the entry of an order to enforce any resolution, settlement, order or award made pursuant to this Section by the state and federal courts located in the County of Denver, Colorado and in connection therewith hereby waives, and agrees not to assert by way of motion, as a defense, or otherwise, any claim that such resolution, settlement, order or award is inconsistent with or violative of the laws or public policy of the laws of the State of New York or any other jurisdiction. (d) The Purchaser hereby irrevocably designates Corporation Service Company, of One Xxxxx Xxxxxx Xxxxx, 0000 Xxxxxxxx, Xxxxxx, Xxxxxxxx 00000, xx agent for service of process hereunder and the above named is authorized and directed to accept service of process on behalf of the Purchaser in any suit regarding the Transactions or otherwise related to this Agreement or the other Transactional Agreements.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. (a) This Agreement is to shall be construed in accordance with with, and governed by in all respects by, the internal laws of the State of New York Delaware (as permitted by Section 5-1401 of the New York General Obligations Law (or any similar successor provision)) without giving effect to any choice principles of law rule that would cause the application conflicts of the laws of any jurisdiction other than the internal laws of the State of New York to the rights and duties of the partieslaws). (b) Any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement may shall be brought or otherwise commenced exclusively in any state or federal court located in the County State of DenverDelaware. The Parties (in each case, Colorado. Each party to this Agreementfor themselves and their Affiliates) each: (i) expressly and irrevocably consents and submits to the jurisdiction of each state and federal court located in the County State of Denver, Colorado Delaware (and each appellate court located in the State of Colorado) Delaware), in connection with any such claim, suit, action or other legal proceeding, including to enforce any settlement, order or award; (ii) agrees that each state and federal court located in the County State of DenverDelaware, Colorado shall be deemed to be a convenient forum; and (iii) waives and agrees not to assert (by way of motion, as a defense or otherwise), in any such legal proceeding commenced in any state or federal court located in the County State of Denver, ColoradoDelaware, any claim by either Party hereto that such party it is not subject personally to the jurisdiction of such court, that such legal 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. (c) Each party hereto agrees to the entry of an order to enforce any resolutionEACH OF THE PARTIES HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING DIRECTLY INVOLVING ANY MATTERS (WHETHER SOUNDING IN TORT, settlementCONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, order or award made pursuant to this Section by the state and federal courts located in the County of Denver, Colorado and in connection therewith hereby waives, and agrees not to assert by way of motion, as a defense, or otherwise, any claim that such resolution, settlement, order or award is inconsistent with or violative of the laws or public policy of the laws of the State of New York or any other jurisdictionRELATED TO OR CONNECTED WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. (d) The Purchaser hereby irrevocably designates Corporation Service Company, of One Xxxxx Xxxxxx Xxxxx, 0000 Xxxxxxxx, Xxxxxx, Xxxxxxxx 00000, xx agent for service of process hereunder and the above named is authorized and directed to accept service of process on behalf of the Purchaser in any suit regarding the Transactions or otherwise related to this Agreement or the other Transactional Agreements.