Common use of Governing Law; Jurisdiction; No Jury Trial Clause in Contracts

Governing Law; Jurisdiction; No Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law, principles or rules of such state, to the extent such principles or rules are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction. (b) The parties consent to the exclusive jurisdiction of the Federal and State courts located in the State of New York for the resolution of all disputes or controversies between the parties which, pursuant to applicable Legal Requirement, are not subject to the provisions of Section 17.12. Each of the parties (i) consents to the exclusive jurisdiction of each such court in any suit, action or proceeding relating to or arising out of this Agreement or the Transactions; (ii) waives any objection that it may have to the laying of venue in any such suit, action or proceeding in any such court; and (iii) agrees that service of any court paper may be made in such manner as may be provided under applicable Legal Requirements or court rules governing service of process. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked [***]. AND AGREE TO CAUSE THEIR RESPECTIVE AFFILIATES TO WAIVE, THE RIGHT TO TRIAL BY JURY IN ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, ANY RELATED AGREEMENTS OR ANY TRANSACTIONS CONTEMPLATED HEREBY. (c) Notwithstanding anything herein to the contrary, each party acknowledges and irrevocably agrees that with respect to any Covered Action, such party agrees and shall take (or refrain from taking) such actions as necessary (i) to procure that any Covered Action shall be subject to the exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in the Borough of Manhattan in the county of New York, and any appellate court thereof, (ii) to procure that service of process, summons, notice or document by registered mail addressed to them at their respective addresses provided in Section 15.1 shall be effective service of process against it for any Covered Action, (iii) to waive and hereby waives, to the fullest extent permitted by applicable Legal Requirement, any objection which it may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any Covered Action, and (iv) to procure that a final judgment in any Covered Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Legal Requirement. Nothing in this paragraph shall affect or eliminate any right to serve process in any other manner permitted by applicable Legal Requirement. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN RESPECT OF ANY COVERED ACTION.

Governing Law; Jurisdiction; No Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law, principles or rules of such state, to the extent such principles or rules are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction. (b) The parties consent to the exclusive jurisdiction of the Federal and State courts located in the State of New York for the resolution of all disputes or controversies between the parties which, pursuant to applicable Legal Requirement, are not subject to the provisions of Section 17.12. Each of the parties (i) consents to the exclusive jurisdiction of each such court in any suit, action or proceeding relating to or arising out of this Agreement or the Transactions; (ii) waives any objection that it may have to the laying of venue in any such suit, action or proceeding in any such court; and (iii) agrees that service of any court paper may be made in such manner as may be provided under applicable Legal Requirements or court rules governing service of process. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked [***]. AND AGREE TO CAUSE THEIR RESPECTIVE AFFILIATES TO WAIVE, THE RIGHT TO TRIAL BY JURY IN ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, ANY RELATED AGREEMENTS OR ANY TRANSACTIONS CONTEMPLATED HEREBY. (c) Notwithstanding anything herein to the contrary, each party acknowledges and irrevocably agrees that with respect to any Covered Action, such party agrees and shall take (or refrain from taking) such actions as necessary (i) to procure that any Covered Action shall be subject to the exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in the Borough of Manhattan in the county of New York, and any appellate court thereof, (ii) to procure that service of process, summons, notice or document by registered mail addressed to them at their respective addresses provided in Section 15.1 shall be effective service of process against it for any Covered Action, (iii) to waive and hereby waives, to the fullest extent permitted by applicable Legal Requirement, any objection which it may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any Covered Action, and (iv) to procure that a final judgment in any Covered Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Legal Requirement. Nothing in this paragraph shall affect or eliminate any right to serve process in any other manner permitted by Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked [***]. applicable Legal Requirement. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN RESPECT OF ANY COVERED ACTION.

Governing Law; Jurisdiction; No Jury Trial. (a) This Employment Agreement shall be governed by and construed in accordance with the substantive laws of the State of New York, York without regard to the conflicts of law, law principles or rules of such state, thereof. Each party hereby irrevocably submits to the extent such principles or rules are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction. (b) The parties consent to the exclusive jurisdiction of the Federal state and State federal courts located sitting in the State of New York York, for the resolution of all disputes or controversies between the parties which, pursuant to applicable Legal Requirement, are not subject to the provisions of Section 17.12. Each of the parties (i) consents to the exclusive jurisdiction of each such court in any suit, action or proceeding relating to or arising out of this Agreement or the Transactions; (ii) waives any objection that it may have to the laying of venue in any such suit, action or proceeding in any such court; and (iii) agrees that service adjudication of any court paper may be made in such manner dispute hereunder (except as may be provided under applicable Legal Requirements or court rules governing service of processhereinafter provided). THE PARTIES HERETO EACH PARTY HEREBY IRREVOCABLY WAIVE, Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked [***]. AND AGREE UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO CAUSE THEIR RESPECTIVE AFFILIATES TO WAIVE, THE RIGHT TO A TRIAL BY JURY IN FOR THE ADJUDICATION OF ANY ACTION DIRECTLY OR INDIRECTLY DISPUTE ARISING OUT OFOF OR RELATING TO THIS EMPLOYMENT AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE OR AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, UNDER EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN CONNECTION WITH THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS AGREEMENTWAIVER, ANY RELATED AGREEMENTS OR ANY TRANSACTIONS CONTEMPLATED HEREBY. (cIII) Notwithstanding anything herein to EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS EMPLOYMENT AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS IN THIS SECTION. If, for any reason, the contraryforegoing jury trial waiver is not enforceable at the time of any dispute hereunder, each party acknowledges and irrevocably agrees that with respect to any Covered Action, then such party agrees and shall take (or refrain from taking) such actions as necessary (i) to procure that any Covered Action dispute shall be subject to resolved by binding arbitration in accordance with the exclusive jurisdiction then current National Rules for the Resolution of any New York State court or federal court Employment Disputes of the United States of America sitting American Arbitration Association. Such arbitration, if necessary, shall be convened in the Borough of Manhattan in of the county City of New York, and State of New York. Notwithstanding any appellate court thereofother provision hereof, (ii) to procure that service of process, summons, notice or document by registered mail addressed to them at their respective addresses provided in Section 15.1 the Company shall be effective service entitled to seek a restraining order or injunction in any court of process against it for competent jurisdiction to prevent any Covered Actioncontinuation of any violation of the provisions of Section 7 of this Employment Agreement, (iii) to waive and hereby waivesEmployee consents that such restraining order or injunction may be granted without the necessity of the Company’s posting any bond, except to the fullest extent permitted otherwise required by applicable Legal Requirement, any objection which it may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any Covered Action, and (iv) to procure that a final judgment in any Covered Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Legal Requirement. Nothing in this paragraph shall affect or eliminate any right to serve process in any other manner permitted by applicable Legal Requirement. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN RESPECT OF ANY COVERED ACTIONlaw.

Governing Law; Jurisdiction; No Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York, North Carolina without regard giving effect to the principles of conflicts of law. Each party hereby irrevocably submits to the jurisdiction of the state and federal courts sitting in Mecklenburg County, principles State of North Carolina, for the adjudication of any dispute hereunder (except as hereinafter provided). EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY FOR THE ADJUDICATION OF ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE OR AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS IN THIS SECTION. If, for any reason, the foregoing jury trial waiver is not enforceable at the time of any dispute hereunder, then such dispute shall be resolved by binding arbitration in accordance with the then current National Rules for the Resolution of Employment Disputes of the American Arbitration Association. Such arbitration, if necessary, shall be convened in the City of Charlotte, State of North Carolina. Notwithstanding any other provision hereof, the Company shall be entitled to seek a restraining order or rules injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Paragraph 8 of this Agreement, and Executive consents that such staterestraining order or injunction may be granted without the necessity of the Company’s posting any bond, except to the extent such principles or rules are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction. (b) The parties consent to the exclusive jurisdiction of the Federal and State courts located in the State of New York for the resolution of all disputes or controversies between the parties which, pursuant to applicable Legal Requirement, are not subject to the provisions of Section 17.12. Each of the parties (i) consents to the exclusive jurisdiction of each such court in any suit, action or proceeding relating to or arising out of this Agreement or the Transactions; (ii) waives any objection that it may have to the laying of venue in any such suit, action or proceeding in any such court; and (iii) agrees that service of any court paper may be made in such manner as may be provided under applicable Legal Requirements or court rules governing service of process. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked [***]. AND AGREE TO CAUSE THEIR RESPECTIVE AFFILIATES TO WAIVE, THE RIGHT TO TRIAL BY JURY IN ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, ANY RELATED AGREEMENTS OR ANY TRANSACTIONS CONTEMPLATED HEREBY. (c) Notwithstanding anything herein to the contrary, each party acknowledges and irrevocably agrees that with respect to any Covered Action, such party agrees and shall take (or refrain from taking) such actions as necessary (i) to procure that any Covered Action shall be subject to the exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in the Borough of Manhattan in the county of New York, and any appellate court thereof, (ii) to procure that service of process, summons, notice or document by registered mail addressed to them at their respective addresses provided in Section 15.1 shall be effective service of process against it for any Covered Action, (iii) to waive and hereby waives, to the fullest extent permitted otherwise required by applicable Legal Requirement, any objection which it may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any Covered Action, and (iv) to procure that a final judgment in any Covered Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Legal Requirement. Nothing in this paragraph shall affect or eliminate any right to serve process in any other manner permitted by applicable Legal Requirement. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN RESPECT OF ANY COVERED ACTIONlaw.

Governing Law; Jurisdiction; No Jury Trial. (a) This Agreement Agreement, and any dispute arising out of, relating to, or in connection with this Agreement, shall be governed by and construed in accordance with the laws Laws of the State of New YorkDelaware, without regard giving effect to the conflicts any choice or conflict of law, principles Law provision or rules of such state, to the extent such principles or rules are not mandatorily applicable by statute and rule that would permit or require cause the application of the laws Laws of another jurisdictionany jurisdiction other than the State of Delaware. (b) The parties consent Any legal action or proceeding with respect to this Agreement and the exclusive jurisdiction rights and obligations arising under this Agreement, or for recognition and enforcement of any judgment in respect of this Agreement and the Federal rights and State courts obligations arising under this Agreement brought by the other party to this Agreement or its successors or assigns shall be brought and determined exclusively in the Circuit Court of Maryland located in Axxx Arundel County, Maryland, or in the State of New York event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the resolution District of all disputes or controversies between the parties which, pursuant to applicable Legal Requirement, are not subject to the provisions of Section 17.12Maryland. Each of the parties (i) consents to the exclusive jurisdiction of each this Agreement hereby irrevocably submits with regard to any such court in any suit, action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to or arising out of this Agreement or any of the Transactions; (ii) waives any objection that it may have to the laying of venue transactions contemplated by this Agreement in any such suit, action or proceeding in any such court; court other than the aforesaid courts. Each of Sellers and (iii) Buyer hereby agrees that service of any court paper may process, summons, notice, or document by U.S. registered mail to the respective addresses set forth in Section 5.5 shall be made in such manner as may be provided under applicable Legal Requirements or court rules governing effective service of process. THE PARTIES HERETO process for any proceeding arising out of, relating to or in connection with this Agreement or the transactions contemplated hereby. (c) EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVEAND UNCONDITIONALLY WAIVES, Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked [***]. AND AGREE TO CAUSE THEIR RESPECTIVE AFFILIATES THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO WAIVE, THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY ACTION SUIT, ACTION, OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER UNDER, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT, ANY RELATED AGREEMENTS OR ANY THE TRANSACTIONS CONTEMPLATED HEREBY. (c) Notwithstanding anything herein to the contrary, each party acknowledges and irrevocably agrees that with respect to any Covered Action, such party agrees and shall take (or refrain from taking) such actions as necessary (i) to procure that any Covered Action shall be subject to the exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in the Borough of Manhattan in the county of New York, and any appellate court thereof, (ii) to procure that service of process, summons, notice or document by registered mail addressed to them at their respective addresses provided in Section 15.1 shall be effective service of process against it for any Covered Action, (iii) to waive and hereby waives, to the fullest extent permitted by applicable Legal Requirement, any objection which it may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any Covered Action, and (iv) to procure that a final judgment in any Covered Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Legal Requirement. Nothing in this paragraph shall affect or eliminate any right to serve process in any other manner permitted by applicable Legal RequirementBY THIS AGREEMENT. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN RESPECT CERTIFIES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY COVERED OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS (c).