Common use of Governing Law; Jurisdiction; Certain Waivers Clause in Contracts

Governing Law; Jurisdiction; Certain Waivers. (a) Except to the extent preempted by federal law, this Trust Agreement shall be interpreted and construed in accordance with the internal substantive laws (and not the choice of law rules) of the State of New York. All actions and proceedings brought by the Trustee relating to or arising from, directly or indirectly, this Agreement may be litigated in courts located within the State of New York. The Company hereby submits to the personal jurisdiction of such courts; hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed; and hereby waives the right to a trial by jury in any action or proceeding with the Trustee. All actions and proceedings brought by the Company against the Trustee relating to or arising from, directly or indirectly, this Trust Agreement shall be litigated only in courts located within the State of New York. (b) To the extent that, in any jurisdiction, the Company has or hereafter may acquire, or is or hereafter may be entitled to claim, for itself or its assets, immunity (sovereign or otherwise) from suit, execution, attachment (before or after judgment) or any other legal process, the Company irrevocably agrees not to claim, and hereby waives, such immunity. The invalidity, illegality or unenforceability of any provision of this Trust Agreement shall in no way affect the validity, legality or enforceability of any other provision; and if any provision is held to be unenforceable as a matter of law, the other provisions shall not be affected thereby and shall remain in full force and effect.

Governing Law; Jurisdiction; Certain Waivers. (a) Except to the extent preempted by federal law, this Trust This Agreement shall be interpreted governed by and construed in accordance with the internal substantive laws (and not the choice of law rules) of the State of New YorkYork applicable to contracts made and to be performed in such State, without giving effect to the conflict of law principles thereof except for Sections 5-1401 and 5-1402 of the New York General Obligations Law. All actions and proceedings Any judicial proceeding brought by or against any Pledgor with respect to any of the Trustee relating to Obligations or arising from, directly or indirectly, this Agreement may be litigated brought in courts located within any court of competent jurisdiction in such State, and, by execution and delivery of this Agreement, such Pledgor accepts for itself and in connection with its properties, generally and unconditionally, the State of New York. The Company hereby submits to the personal non-exclusive jurisdiction of such courts; court and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each Pledgor hereby waives personal service of any and all process upon it and consents that any all such service of process may be made by certified or registered mail, mail (return receipt requested, ) directed to the Company such Pledgor at its address last specified for notices hereunderset forth in Section 11 hereof, and service so made shall be deemed completed five (5) days after the same shall have been so mailed; and hereby waives deposited in the mails of the United States of America. Nothing herein shall affect the right to a trial by jury serve process in any manner permitted by law or shall limit the right of Secured Party to bring proceedings against a Pledgor in the courts of any other jurisdiction. Each Pledgor waives any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. Any judicial proceeding with the Trustee. All actions and proceedings brought by the Company a Plegor against the Trustee relating to or arising fromSecured Party involving, directly or indirectly, any matter or claim in any way arising out of, related to or connected with this Trust Agreement or any related agreement, shall be litigated brought only in courts a federal or state court located within the in The City of New York, State of New York. (b) To the extent thatEACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR ANY OTHER AGREEMENT DELIVERED IN CONNECTION HEREWITH, in any jurisdictionOR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, the Company has or hereafter may acquireAND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE, or is or hereafter may be entitled to claimAND EACH PARTY HEREBY CONSENTS THAT ANY SUCH CAUSE OF ACTION SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY, for itself or its assets, immunity (sovereign or otherwise) from suit, execution, attachment (before or after judgment) or any other legal process, the Company irrevocably agrees not to claim, and hereby waives, such immunity. The invalidity, illegality or unenforceability of any provision of this Trust Agreement shall in no way affect the validity, legality or enforceability of any other provision; and if any provision is held to be unenforceable as a matter of law, the other provisions shall not be affected thereby and shall remain in full force and effectAND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENTS OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Governing Law; Jurisdiction; Certain Waivers. (a) Except This Agreement will be construed, regulated, and administered under the laws of the United States or State of New York, as applicable, without regard to New York’s principles regarding conflict of laws, except that the extent preempted by foregoing shall not reduce any statutory right to choose New York law or forum. The United States District Court for the Southern District of New York will have the sole and exclusive jurisdiction over any lawsuit or other judicial proceeding relating to or arising from this Agreement. If that court lacks federal lawsubject matter jurisdiction, this Trust Agreement shall be interpreted and construed in accordance with the internal substantive laws (and not the choice of law rules) Supreme Court of the State of New York, New York County will have sole and exclusive jurisdiction. All actions Either of these courts will have proper venue for any such lawsuit or judicial proceeding, and proceedings brought the parties waive any objection to venue or their convenience as a forum. The parties agree to submit to the jurisdiction of any of the courts specified and to accept service of process to vest personal jurisdiction over them in any of these courts. The parties further hereby knowingly, voluntarily and intentionally waive, to the fullest extent permitted by the Trustee applicable law, any right to a trial by jury with respect to any such lawsuit or judicial proceeding arising or relating to or arising from, directly or indirectly, this Agreement or the transactions contemplated hereby. To the extent that in any jurisdiction a party may now or hereafter be litigated in courts located within the State of New Yorkentitled to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, such party shall not claim, and hereby irrevocably waives, such immunity. The Company parties hereby submits to the personal jurisdiction of such courts; hereby waives waive personal service of process upon it and consents consent that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Company such party at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed; and hereby waives the right to a trial by jury in any action or proceeding with the Trustee. All actions and proceedings brought by the Company against the Trustee relating to or arising from, directly or indirectly, this Trust Agreement shall be litigated only in courts located within the State of New York. (b) To If one or more provisions of this Agreement are held invalid, illegal or unenforceable in any respect on the extent that, basis of any particular circumstances or in any jurisdiction, the Company has or hereafter may acquire, or is or hereafter may be entitled to claim, for itself or its assets, immunity (sovereign or otherwise) from suit, execution, attachment (before or after judgment) or any other legal process, the Company irrevocably agrees not to claim, and hereby waives, such immunity. The invalidity, illegality or unenforceability of any provision of this Trust Agreement shall in no way affect the validity, legality or and enforceability of such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions will not in any way be affected or impaired. Upon any such determination that any term or other provision; and if any provision is held to be unenforceable as a matter invalid, illegal or incapable of lawbeing enforced, the other provisions parties hereto shall not be affected thereby and shall remain negotiate in full force and effectgood faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated by this Agreement are consummated to the extent possible.

Governing Law; Jurisdiction; Certain Waivers. (a) Except to the extent preempted by federal law, this This Trust Agreement shall be interpreted and construed in accordance with the internal substantive laws (and not the choice of law rules) of the State of New York. All actions and proceedings brought by the Trustee relating to or arising from, directly or indirectly, this Agreement may be litigated in courts located within the State of New York. The Company hereby submits to the personal jurisdiction of such courts; hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed; and hereby waives the right to a trial by jury in any action or proceeding with the Trustee. All actions and proceedings brought by the Company against the Trustee relating to or arising from, directly or indirectly, this Trust Agreement shall be litigated only in courts located within the State of New York. (b) To the extent that, in any jurisdiction, the Company has or hereafter may acquire, or is or hereafter may be entitled to claim, for itself or its assets, immunity (sovereign or otherwise) from suit, execution, attachment (before or after judgment) or any other legal process, the Company irrevocably agrees not to claim, and hereby waives, such immunity. The invalidity, illegality or unenforceability of any provision of this Trust Agreement shall in no way affect the validity, legality or enforceability of any other provision; and if any provision is held to be unenforceable as a matter of law, the other provisions shall not be affected thereby and shall remain in full force and effect. (c) The Company agrees that by the establishment of this Trust it hereby foregoes any judicial review of the benefits payable to any persons hereunder. If a dispute arises as to the amounts or timing of any such benefits or the persons entitled thereto under the Plan or this Agreement, the Company agrees that such dispute shall be resolved by binding arbitration proceedings initiated in accordance with the rules of the American Arbitration Association and that the results of such proceedings shall be conclusive and shall not be subject to judicial review. It is expressly understood that pending the resolution of any such dispute payment of benefits shall be made and continued (except in the event of the Company’s insolvency) by the Trustee and that the Trustee shall have no liability with respect to such payments. The Company also agrees to pay the entire cost of any arbitration or legal proceeding including the legal fees of the Trustee and the Plan Participant or the Beneficiary of any deceased Plan Participant regardless of the outcome of any such proceeding and until so paid the expenses thereof shall be a charge on and lien against the Fund.