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

Governing Law; Jurisdiction; Jury Waiver. This Agreement, and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise), shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to conflict of laws principles that would require the application of laws of another jurisdiction. The parties agree that exclusive jurisdiction and venue for any Legal Proceeding arising out of or related to this Agreement shall exclusively lie (a) prior to the Distribution Time, in the United States District Court for the Northern District of Texas in Dallas, Texas or, if such court does not have subject matter jurisdiction, any district court of Dallas County in the State of Texas, and any appellate court from any such Federal or state court; and (b) following the Distribution Time, in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or, if jurisdiction is vested exclusively in the Federal courts of the United States, the Federal courts of the United States sitting in the State of Delaware, and any appellate court from any such state or Federal court. Each party waives any objection it may now or hereafter have to the laying of venue of any such Legal Proceeding, and irrevocably submits to personal jurisdiction in any such court in any such Legal Proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any court that any such Legal Proceeding brought in any such court has been brought in any inconvenient forum. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Governing Law; Jurisdiction; Jury Waiver. This Agreement(a) THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, and any disputes arising out of WITHOUT REGARD TO THE LAWS THAT MIGHT BE APPLICABLE UNDER CONFLICTS OF LAWS PRINCIPLES. (b) Any dispute, controversy, matter or related claim between the Parties (each, subject to this Agreement (whether for breach of contractsuch exceptions, tortious conduct or otherwisea “Dispute”), shall that cannot be governed byresolved between the Parties, and construed will be instituted exclusively in accordance with, the laws Business Court of the State of DelawareTexas in and for Houston, without regard to conflict of laws principles that would require the application of laws of another jurisdiction. The parties agree that exclusive jurisdiction and venue for any Legal Proceeding arising out of Texas or related to this Agreement shall exclusively lie (a) prior to the Distribution Time, in the United States District Court for the Northern District of Texas located in DallasHouston, Texas or, if such court does not have subject matter jurisdiction, any district court of Dallas County in the State of Texas, and each Party hereby irrevocably consents to the exclusive jurisdiction in connection with any appellate court from Dispute or Proceeding arising out of this Agreement or any such Federal or state court; of the transactions contemplated thereby. All Disputes between the Parties to this Agreement and (b) following the Distribution Time, transactions contemplated hereby shall have exclusive jurisdiction and venue only in the Court courts of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction, the Superior Business Court of the State of Delaware orTexas in and for Houston, if jurisdiction is vested exclusively in the Federal courts of the United States, the Federal courts of Texas or the United States sitting District Court located in Houston, Texas. Each Party irrevocably waives any objection which it may have pertaining to improper venue or forum non-conveniens to the conduct of any Proceeding in the foregoing courts. Each Party agrees that any and all process directed to it in any such Proceeding may be served upon it outside of the State of DelawareTexas in and for Business Court of the State of Texas in and for Houston, Texas or the Texas State District Court located in Houston, Texas with the same force and effect as if such service had been made within the State of Texas in and for Business Court of the State of Texas in and for Houston, Texas or the United States District Court or the Texas State District Court located in Houston, Texas. (c) To the extent that any appellate Party or any of its Affiliates has acquired, or hereafter may acquire, immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, such state or Federal courtParty (on its own behalf and on behalf of its Affiliates) hereby irrevocably (i) waives such immunity in respect of its obligations with respect to this Agreement and (ii) submits to the personal jurisdiction of any court described in Section 10.10(b). Each party Further, each Party waives any objection which it may now have pertaining to improper venue or hereafter have forum non-conveniens to the laying of venue conduct of any such Legal Proceeding, Proceeding in the foregoing courts. Each Party agrees that any and irrevocably submits all process directed to personal jurisdiction it in any such court Proceeding may be served upon it outside of the State of Texas in any and for Business Court of the State of Texas in and for Houston, Texas or the United States District Court located in Houston, Texas with the same force and effect as if such Legal Proceeding service had been made within the State of Texas in and hereby further irrevocably for Business Court of the State of Texas in and unconditionally waives for Houston, Texas or the United States District Court located in Houston, Texas. (d) The Parties agree that a dispute under this Agreement may raise issues that are common with one or more of the other Transaction Documents or other documents executed by the Parties in connection herewith or which are substantially the same or interdependent and agrees not to plead interrelated or connected with issues raised in a related dispute, controversy or claim between or among the Parties and their Affiliates. Accordingly, any Party to a new Dispute under this Agreement may elect in writing within fifteen (15) days after the initiation of a new Dispute to refer such new Dispute for resolution by the applicable court together with any existing Dispute arising under this Agreement, other Transaction Documents or other documents executed by the Parties in connection herewith or which are substantially the same or interdependent and interrelated or connected. If the applicable court that any does not determine to consolidate such Legal Proceeding brought in any such court has been brought in any inconvenient forum. new Dispute with the existing Dispute within thirty (30) days of receipt of written request, then the new Dispute shall not be consolidated, and the resolution of the new Dispute shall proceed separately. (e) EACH PARTY OF THE PARTIES HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL LITIGATION, ACTION OR OTHER PROCEEDING ARISING OUT OF OR RELATED TO BROUGHT IN CONNECTION WITH THIS AGREEMENT.

Governing Law; Jurisdiction; Jury Waiver. This Agreement, and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise), shall be governed by, and construed in accordance with, the laws of the State of DelawareTexas, without regard giving effect to its conflict of laws principles that would require the application of laws of another jurisdictionprinciples. The parties hereto agree that exclusive jurisdiction and venue for any Legal Proceeding arising out of or related to this Agreement shall exclusively lie (a) prior to the Distribution Time, in the United States U.S. District Court for the Northern Southern District of Texas in Dallas, Texas or, if such and any state court does not have subject matter jurisdiction, any district court of Dallas County in therefrom within the State of Texas, and any appellate court from any such Federal or state court; and (b) following the Distribution Time, in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or, if jurisdiction is vested exclusively in the Federal courts of the United States, the Federal courts of the United States sitting in the State of Delaware, and any appellate court from any such state or Federal court. Each party hereto waives any objection it may now or hereafter have to the laying of venue of any such Legal Proceeding, and irrevocably submits to personal jurisdiction in any such court in any such Legal Proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any court that any such Legal Proceeding brought in any such court has been brought in any inconvenient forum. Each party hereto consents to accept service of process in any such Legal Proceeding by service of a copy thereof upon either its registered agent in its state of organization or the Secretary of State of such state, with a copy delivered to it by certified {B1246652.1} or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in this Section 13. Nothing contained herein shall be deemed to affect the right of any party hereto to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.