Common use of Governing Law; Jurisdiction; Enforcement Clause in Contracts

Governing Law; Jurisdiction; Enforcement. This Guaranty shall in all respects be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of laws. The Guarantor and the Beneficiary hereby agree that any legal proceedings which may arise under this Guaranty shall be brought in the United States District Court, located in Manhattan (and if such court does not have jurisdiction over a matter at controversy between the parties, any New York state court located in Manhattan). Accordingly, the Guarantor and the Beneficiary hereby submit to the jurisdiction of the United States District Court located in Manhattan (and if such court does not have jurisdiction over a matter at controversy between the parties, any New York state court located in Manhattan) for purposes of all legal proceedings that may arise under this Guaranty. Each of the Guarantor and the Beneficiary irrevocably waives, to the fullest extent permitted by Applicable Legal Requirements, any objection which it may have or hereafter have to the personal jurisdiction of such court or the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each of the Guarantor and the Beneficiary hereby consents to process being served in any such proceeding by the mailing of a copy thereof by certified mail, postage prepaid, to its address specified in Section 8 of this Guaranty. EACH OF THE GUARANTOR AND THE BENEFICIARY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS GUARANTY, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OF THE GUARANTOR AND THE BENEFICIARY IN CONNECTION WITH THIS GUARANTY. This Guaranty shall be enforced by way of legal action and not by way of any other method of dispute resolution.

Governing Law; Jurisdiction; Enforcement. (a) This Guaranty Agreement shall in all respects be governed by by, and construed in accordance with with, the laws of the State of New York, York without regard giving effect to the principles of conflicts of laws. The Guarantor law rules thereof. (b) Subject to Section 10.1 and the Beneficiary Section 10.2, each party hereby agree that any legal proceedings which may arise under this Guaranty shall be brought in the United States District Court, located in Manhattan (irrevocably and if such court does not have jurisdiction over a matter at controversy between the parties, any New York state court located in Manhattan). Accordingly, the Guarantor and the Beneficiary hereby submit unconditionally submits to the exclusive jurisdiction of the United States District Court located in Manhattan (for the Southern District of New York and if such court does not have jurisdiction over a matter at controversy between the parties, of any New York state court located sitting in Manhattan) New York County, for purposes of all legal proceedings that may arise under arising out of or relating to this GuarantyAgreement, or the transactions contemplated by this Agreement, or for recognition and enforcement of any judgment in respect thereof. Each of the Guarantor and the Beneficiary In any such action, suit or other proceeding, each party hereby irrevocably waives, to the fullest extent permitted by Applicable Legal RequirementsLaw, any objection which that it may have now or hereafter have to the personal jurisdiction of such court or the laying of the venue of any such proceeding proceedings brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party also agrees that any final and unappealable judgment against a party in connection with any action, suit or other proceeding shall be conclusive and binding on such party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the Guarantor United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and the Beneficiary hereby consents amount of such award or judgment. Each party agrees that any process or other paper to process being be served in connection with any such action or proceeding by the mailing of a copy thereof by certified mailunder this Agreement shall, postage prepaidif delivered, to its address specified sent or mailed in accordance with Section 8 of this Guaranty. 14.7, constitute good, proper and sufficient service thereof. (c) EACH OF THE GUARANTOR PARTY ACKNOWLEDGES AND THE BENEFICIARY HEREBY KNOWINGLY, VOLUNTARILYAGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND INTENTIONALLY THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHTS IT RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION LITIGATION, ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OFOF OR RELATING TO THIS AGREEMENT CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, UNDERAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN CONNECTION WITHTHE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS GUARANTYWAIVER, OR ANY COURSE OF CONDUCT(C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, COURSE OF DEALINGAMONG OTHER THINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN), OF THE GUARANTOR MUTUAL WAIVERS AND THE BENEFICIARY CERTIFICATIONS IN CONNECTION WITH THIS GUARANTY. This Guaranty shall be enforced by way of legal action and not by way of any other method of dispute resolutionSECTION 14.17.

Governing Law; Jurisdiction; Enforcement. (a) This Guaranty Agreement shall in all respects be governed by by, and construed in accordance with with, the laws of the State of New York, York without regard giving effect to the principles of conflicts of laws. The Guarantor law rules thereof, except that the laws of the State of Iowa shall apply with respect to insurance and the Beneficiary reinsurance matters, including credit for reinsurance. (b) Subject to Section 10.1 and Section 10.2, each party hereby agree that any legal proceedings which may arise under this Guaranty shall be brought in the United States District Court, located in Manhattan (irrevocably and if such court does not have jurisdiction over a matter at controversy between the parties, any New York state court located in Manhattan). Accordingly, the Guarantor and the Beneficiary hereby submit unconditionally submits to the exclusive jurisdiction of the United States District Court located in Manhattan (for the Southern District of New York and if such court does not have jurisdiction over a matter at controversy between the parties, of any New York state court located sitting in Manhattan) New York County, for purposes of all legal proceedings that may arise under arising out of or relating to this GuarantyAgreement, or the transactions contemplated by this Agreement, or for recognition and enforcement of any judgment in respect thereof. Each of the Guarantor and the Beneficiary In any such action, suit or other proceeding, each party hereby irrevocably waives, to the fullest extent permitted by Applicable Legal RequirementsLaw, any objection which that it may have now or hereafter have to the personal jurisdiction of such court or the laying of the venue of any such proceeding proceedings brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party also agrees that any final and unappealable judgment against a party in connection with any action, suit or other proceeding shall be conclusive and binding on such party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the Guarantor United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and the Beneficiary hereby consents amount of such award or judgment. Each party agrees that any process or other paper to process being be served in connection with any such action or proceeding by the mailing of a copy thereof by certified mailunder this Agreement shall, postage prepaidif delivered, to its address specified sent or mailed in accordance with Section 8 of this Guaranty. 14.7, constitute good, proper and sufficient service thereof. (c) EACH OF THE GUARANTOR PARTY ACKNOWLEDGES AND THE BENEFICIARY HEREBY KNOWINGLY, VOLUNTARILYAGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND INTENTIONALLY THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHTS IT RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION LITIGATION, ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OFOF OR RELATING TO THIS AGREEMENT CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, UNDERAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN CONNECTION WITHTHE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS GUARANTYWAIVER, OR ANY COURSE OF CONDUCT(C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, COURSE OF DEALINGAMONG OTHER THINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN), OF THE GUARANTOR MUTUAL WAIVERS AND THE BENEFICIARY CERTIFICATIONS IN CONNECTION WITH THIS GUARANTY. This Guaranty shall be enforced by way of legal action and not by way of any other method of dispute resolutionSECTION 14.17.

Governing Law; Jurisdiction; Enforcement. (a) This Guaranty Trust Agreement shall in all respects be governed by by, and construed in accordance with, the laws of the State of New York without giving effect to the principles of conflicts of law rules thereof. The establishment and maintenance of the Trust Account, and all interests, duties and obligations with respect thereto, shall be governed by the laws of the State of New York, without regard to principles of conflicts of laws. The Guarantor . (b) Each party hereby irrevocably and the Beneficiary hereby agree that any legal proceedings which may arise under this Guaranty shall be brought in the United States District Court, located in Manhattan (and if such court does not have jurisdiction over a matter at controversy between the parties, any New York state court located in Manhattan). Accordingly, the Guarantor and the Beneficiary hereby submit unconditionally submits to the exclusive jurisdiction of the United States District Court located in Manhattan (for the Southern District of New York and if such court does not have jurisdiction over a matter at controversy between the parties, of any New York state court located sitting in Manhattan) New York County, for purposes of all legal proceedings that may arise under arising out of or relating to this GuarantyTrust Agreement, or the transactions contemplated by this Trust Agreement, or for recognition and enforcement of any judgment in respect thereof. Each of the Guarantor and the Beneficiary In any such action, suit or other proceeding, each party hereby irrevocably waives, to the fullest extent permitted by Applicable Legal RequirementsLaw, any objection which that it may have now or hereafter have to the personal jurisdiction of such court or the laying of the venue of any such proceeding proceedings brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party also agrees that any final and unappealable judgment against a party in connection with any action, suit or other proceeding shall be conclusive and binding on such party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the Guarantor United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and the Beneficiary hereby consents amount of such award or judgment. Each party agrees that any process or other paper to process being be served in connection with any such action or proceeding by the mailing of a copy thereof by certified mailunder this Trust Agreement shall, postage prepaidif delivered, to its address specified sent or mailed in accordance with Section 8 of this Guaranty. 9.5, constitute good, proper and sufficient service thereof. (c) EACH OF THE GUARANTOR PARTY ACKNOWLEDGES AND THE BENEFICIARY HEREBY KNOWINGLY, VOLUNTARILYAGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS TRUST AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND INTENTIONALLY THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHTS IT RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION LITIGATION, ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OFOF OR RELATING TO THIS TRUST AGREEMENT CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, UNDERAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN CONNECTION WITHTHE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS GUARANTYWAIVER, OR ANY COURSE OF CONDUCT(C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS TRUST AGREEMENT BY, COURSE OF DEALINGAMONG OTHER THINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN), OF THE GUARANTOR MUTUAL WAIVERS AND THE BENEFICIARY CERTIFICATIONS IN CONNECTION WITH THIS GUARANTY. This Guaranty shall be enforced by way of legal action and not by way of any other method of dispute resolutionSECTION 9.9.

Governing Law; Jurisdiction; Enforcement. (a) This Guaranty Agreement shall in all respects be governed by by, and construed in accordance with with, the laws of the State of New York, York without regard giving effect to the principles of conflicts of laws. The Guarantor law rules thereof. (b) Subject to Section 11.1 and the Beneficiary Section 11.2, each party hereby agree that any legal proceedings which may arise under this Guaranty shall be brought in the United States District Court, located in Manhattan (irrevocably and if such court does not have jurisdiction over a matter at controversy between the parties, any New York state court located in Manhattan). Accordingly, the Guarantor and the Beneficiary hereby submit unconditionally submits to the exclusive jurisdiction of the United States District Court located in Manhattan (for the Southern District of New York and if such court does not have jurisdiction over a matter at controversy between the parties, of any New York state court located sitting in Manhattan) New York County, for purposes of all legal proceedings that may arise under arising out of or relating to this GuarantyAgreement, or the transactions contemplated by this Agreement, or for recognition and enforcement of any judgment in respect thereof. Each of the Guarantor and the Beneficiary In any such action, suit or other proceeding, each party hereby irrevocably waives, to the fullest extent permitted by Applicable Legal RequirementsLaw, any objection which that it may have now or hereafter have to the personal jurisdiction of such court or the laying of the venue of any such proceeding proceedings brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party also agrees that any final and unappealable judgment against a party in connection with any action, suit or other proceeding shall be conclusive and binding on such party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the Guarantor United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and the Beneficiary hereby consents amount of such award or judgment. Each party agrees that any process or other paper to process being be served in connection with any such action or proceeding by the mailing of a copy thereof by certified mailunder this Agreement shall, postage prepaidif delivered, to its address specified sent or mailed in accordance with Section 8 of this Guaranty. 15.7, constitute good, proper and sufficient service thereof. (c) EACH OF THE GUARANTOR PARTY ACKNOWLEDGES AND THE BENEFICIARY HEREBY KNOWINGLY, VOLUNTARILYAGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND INTENTIONALLY THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHTS IT RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION LITIGATION, ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OFOF OR RELATING TO THIS AGREEMENT CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, UNDERAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN CONNECTION WITHTHE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS GUARANTYWAIVER, OR ANY COURSE OF CONDUCT(C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, COURSE OF DEALINGAMONG OTHER THINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN), OF THE GUARANTOR MUTUAL WAIVERS AND THE BENEFICIARY CERTIFICATIONS IN CONNECTION WITH THIS GUARANTY. This Guaranty shall be enforced by way of legal action and not by way of any other method of dispute resolutionSECTION 15.17.

Governing Law; Jurisdiction; Enforcement. (a) This Guaranty Agreement shall in all respects be governed by by, and construed in accordance with with, the laws of the State of New York, York without regard giving effect to the principles of conflicts of laws. The Guarantor law rules thereof, except that the laws of the State of Iowa shall apply with respect to insurance and the Beneficiary reinsurance matters, including credit for reinsurance. (b) Subject to Section 11.1 and Section 11.2, each party hereby agree that any legal proceedings which may arise under this Guaranty shall be brought in the United States District Court, located in Manhattan (irrevocably and if such court does not have jurisdiction over a matter at controversy between the parties, any New York state court located in Manhattan). Accordingly, the Guarantor and the Beneficiary hereby submit unconditionally submits to the exclusive jurisdiction of the United States District Court located in Manhattan (for the Southern District of New York and if such court does not have jurisdiction over a matter at controversy between the parties, of any New York state court located sitting in Manhattan) New York County, for purposes of all legal proceedings that may arise under arising out of or relating to this GuarantyAgreement, or the transactions contemplated by this Agreement, or for recognition and enforcement of any judgment in respect thereof. Each of the Guarantor and the Beneficiary In any such action, suit or other proceeding, each party hereby irrevocably waives, to the fullest extent permitted by Applicable Legal RequirementsLaw, any objection which that it may have now or hereafter have to the personal jurisdiction of such court or the laying of the venue of any such proceeding proceedings brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party also agrees that any final and unappealable judgment against a party in connection with any action, suit or other proceeding shall be conclusive and binding on such party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the Guarantor United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and the Beneficiary hereby consents amount of such award or judgment. Each party agrees that any process or other paper to process being be served in connection with any such action or proceeding by the mailing of a copy thereof by certified mailunder this Agreement shall, postage prepaidif delivered, to its address specified sent or mailed in accordance with Section 8 of this Guaranty. 15.7, constitute good, proper and sufficient service thereof. (c) EACH OF THE GUARANTOR PARTY ACKNOWLEDGES AND THE BENEFICIARY HEREBY KNOWINGLY, VOLUNTARILYAGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND INTENTIONALLY THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHTS IT RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION LITIGATION, ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OFOF OR RELATING TO THIS AGREEMENT CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, UNDERAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN CONNECTION WITHTHE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS GUARANTYWAIVER, OR ANY COURSE OF CONDUCT(C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, COURSE OF DEALINGAMONG OTHER THINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN), OF THE GUARANTOR MUTUAL WAIVERS AND THE BENEFICIARY CERTIFICATIONS IN CONNECTION WITH THIS GUARANTY. This Guaranty shall be enforced by way of legal action and not by way of any other method of dispute resolutionSECTION 15.17.