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

Governing Law; Jurisdiction; Forum. This Agreement shall be construed, performed and enforced in accordance with, and governed by, the laws of, the State of New York, without giving effect to the principles of conflicts of laws thereof. The parties hereto irrevocably elect as the sole judicial forum for the adjudication of any matters arising under or in connection with this Agreement or the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Debt Financing Commitments, the Debt Financing, the Debt Commitment Letter, or the Debt Financing Agreements executed in connection therewith or the performance thereof, and consent to the jurisdiction of, the courts of the County of New York, State of New York or the United States of America for the Southern District of New York. Each party hereto hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to such jurisdiction. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH, THE DEBT FINANCING COMMITMENTS, THE DEBT FINANCING, THE DEBT COMMITMENT LETTER, THE DEBT FINANCING AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. The Company Group further agrees that it shall not, and shall cause their Affiliates and their direct and indirect stockholders not to, bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source Party, in any way relating to this Agreement or the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Debt Financing Commitments, the Debt Financing, the Debt Commitment Letter or the Debt Financing Agreements executed in connection therewith or the performance thereof.

Governing Law; Jurisdiction; Forum. This Agreement shall be construed(i) THIS AGREEMENT IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS AND AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE, performed WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF. By its execution and enforced in accordance withdelivery of this Agreement, each Party hereto hereby irrevocably and governed byunconditionally agrees for itself that any legal action, the laws of, the State suit or proceeding against it with respect to any matter under or arising out of New York, without giving effect to the principles of conflicts of laws thereof. The parties hereto irrevocably elect as the sole judicial forum for the adjudication of any matters arising under or in connection with this Agreement or the transactions contemplated hereby, including for recognition or enforcement of any dispute arising out of or relating judgment rendered in any way to such action, suit or proceeding, shall be brought exclusively in the Debt Financing CommitmentsChapter 15 Case, and, if the Debt FinancingU.S. Bankruptcy Court does not have (or abstains from) jurisdiction, the Debt Commitment Lettersuch legal action, suit or the Debt Financing Agreements executed proceeding may be brought in connection therewith or the performance thereof, and consent to the jurisdiction of, the courts of the County of New York, State of New York or the United States of America for the Southern District of New York, or if such courts do not have the necessary jurisdiction, the courts of the State of New York sitting in the Borough of Manhattan, and appellate courts from any thereof (the “Chosen Courts”). Each party By execution and delivery of this Agreement, each of the Parties hereto hereby irrevocably waives, accepts and submits itself to the fullest extent it may effectively do soexclusive jurisdiction of the Chosen Courts, generally and unconditionally, with respect to any such action, suit or proceeding and waives any objection (i) to laying venue in any such action or proceeding in the defense Chosen Courts and (ii) that any of the Chosen Courts is an inconvenient forum to such jurisdiction. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITHor does not have jurisdiction over any party; provided, THE DEBT FINANCING COMMITMENTS, THE DEBT FINANCING, THE DEBT COMMITMENT LETTER, THE DEBT FINANCING AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. The Company Group further that each Party hereby agrees that it the court located in Mexico that admits the Concurso Mercantil Proceeding shall nothave exclusive jurisdiction of all matters under the Ley de Concursos Mercantiles and the Proposed Convenio Concursal and, and shall cause their Affiliates and their direct and indirect stockholders not toin due course, bring or support the Convenio Concursal. For the avoidance of doubt, any legal action, cause of action, claim, cross-claim suit or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, proceeding against any Debt Financing Source Party, in Participating Creditor with respect to any way relating to this Agreement matter under or the transactions contemplated hereby, including any dispute arising out of or relating in connection with this Agreement or for recognition or enforcement of any judgment rendered in any way to such action, suit or proceeding, shall be brought in the Debt Financing Commitments, the Debt Financing, the Debt Commitment Letter or the Debt Financing Agreements executed in connection therewith or the performance thereofChosen Courts.