Governing Law; Jurisdiction; Service of Process; Waiver of Jury Trial. This Subscription Agreement shall be governed and construed in accordance with the laws of the State of Delaware, without giving effect to its conflict of laws principles to the extent those principles or rules would require or permit the application of the laws of another jurisdiction. SUBJECT TO THE ARBITRATION REQUIREMENTS OF SECTION 7, ALL ACTIONS PERMITTED UNDER THIS AGREEMENT OR UNDER ANY OTHER TRANSACTION DOCUMENT (INCLUDING BUT NOT LIMITED TO ANY ACTION TO COMPEL ARBITRATION IN AID OF ARBITRATION OR FOR PROVISIONAL RELIEF IN AID OF ARBITRATION) SHALL BE BROUGHT EXCLUSIVELY IN ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF LOS ANGELES IN THE STATE OF CALIFORNIA. EACH OF THE PARTIES HERETO CONSENTS AND AGREES TO THE JURISDICTION OF THE AFORESAID COURTS FOR SUCH PURPOSE, AND WAIVES ANY OBJECTION AS TO THE VENUE OF SUCH COURTS FOR PURPOSES OF SUCH ACTION OR ANY CLAIM OF INCONVENIENT FORUM. EACH OF THE PARTIES HERETO FURTHER CONSENTS AND AGREES THAT ANY ACTION TO ENFORCE A FINAL ARBITRAL AWARD OR JUDGMENT THEREON MAY BE BROUGHT IN ANY COURT OF COMPETENT JURISDICTION. EACH OF THE PARTIES HERETO FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PARTY AT THE ADDRESS SPECIFIED IN THIS AGREEMENT, SUCH SERVICE TO BECOME EFFECTIVE 15 DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL IN ANY WAY BE DEEMED TO LIMIT THE ABILITY OF ANY PARTY HERETO TO SERVE ANY SUCH LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING PERMITTED HEREUNDER.
Governing Law; Jurisdiction; Service of Process; Waiver of Jury Trial. (a) All matters arising from or related to this Guaranty shall be governed by the laws of the State of New York, including Section 5-1401 of the General Obligations Law, but otherwise without regard to conflict of laws rules.
(b) Except where arbitration is mandated by the rules of a self-regulatory organization of which the parties are a member (any such arbitration shall be held in the County of New York, New York, U.S.A.), disputes regarding this Guaranty shall be subject to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York, and in the absence of such federal jurisdiction, the parties consent to be subject to the jurisdiction of the Supreme Court of the State of New York, County of New York and hereby irrevocably accept and submit to the exclusive jurisdiction and venue of the aforesaid courts in personam, with respect to any proceeding thereof.
(c) Each party consents to service of any process, summons, notice or document that may be served in any proceeding in the United States District Court for the Southern District of New York or the state courts of New York located in New York County, which service shall be made in accordance with Section 9.
(d) Each party hereby waives, to the fullest extent permitted by applicable Law, any right it may have to a trial by jury in respect to any litigation directly or indirectly arising out of, under or in connection with this Guaranty or transactions contemplated hereby or thereby or disputes relating hereto or thereto. Each party (i) certifies that no representative, 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 and (ii) acknowledges that it and the other party hereto have been induced to enter into this Guaranty by, among other things, the mutual waivers and certifications in this Section 10(d).
Governing Law; Jurisdiction; Service of Process; Waiver of Jury Trial. THE PROVISIONS OF SECTION 10.13 OF THE CREDIT AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE, MUTATIS MUTANDIS, AS IF ORIGINALLY MADE A PART HEREOF.
Governing Law; Jurisdiction; Service of Process; Waiver of Jury Trial. (a) This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.
(b) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a “Dispute”).
(c) The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.
(d) This Section 12.12 is for the benefit of the Secured Parties only. As a result, no Secured Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Secured Parties may take concurrent proceedings in any number of jurisdictions.
(e) Without prejudice to any other mode of service allowed under any relevant law, each Credit Party (other than a Credit Party incorporated in England and Wales) (i) irrevocably appoints Distrupol Limited as its agent for service of process in relation to any proceedings before the English courts in connection with any Credit Document (and Distrupol Limited by its execution of this Agreement, accepts that appointment), and (ii) agrees that failure by an agent for service of process to notify the relevant Credit Party of the process will not invalidate the proceedings concerned. If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Company (on behalf of all the Credit Parties) must immediately (and in any event within 5 days of such event taking place) appoint another agent on terms acceptable to the Administrative Agent. Failing this, the Administrative Agent may appoint another agent for this purpose.
(f) To the extent relevant, each Borrower, each Agent and each Lender hereby irrevocably and unconditionally waive trial by jury in any legal action or proceeding relating to this Agreement or any other Credit Document and for any counterclaim therein.
Governing Law; Jurisdiction; Service of Process; Waiver of Jury Trial. The provisions of Sections 7.4 and 7.8 of the TRA are incorporated by reference herein, mutatis mutandis.
Governing Law; Jurisdiction; Service of Process; Waiver of Jury Trial. This Assignment shall be subject to the terms set forth in Section 7.16 and Section 7.17 of the Revenue Interest Assignment Agreement with respect to governing law, jurisdiction, service of process and waiver of trial by jury.
Governing Law; Jurisdiction; Service of Process; Waiver of Jury Trial. (a) This Assignment shall be governed by, and construed, interpreted and enforced in accordance with, the laws of the State of New York, USA without giving effect to the principles of conflicts of law thereof (other than Section 5-1401 of the General Obligations Law of the State of New York). Each party hereto unconditionally and irrevocably consents to the exclusive jurisdiction of the courts of the State of New York, USA located in the County of New York and the Federal district court for the Southern District of New York located in the County of New York with respect to any suit, action or proceeding arising out of or relating to this Assignment or the transactions contemplated hereby. Each party hereto hereby further irrevocably waives any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any action or proceeding in such jurisdiction in respect of this Assignment.
(b) Each party hereto hereby irrevocably consents to the service of process out of any of the courts referred to in subsection (a) above of this Section 7 in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address set forth in this Assignment. Each party hereto hereby irrevocably waives any objection to such service of process and further irrevocably waives and agrees not to plead or claim in any suit, action or proceeding commenced hereunder that service of process was in any way invalid or ineffective. Nothing herein shall affect the right of a party hereto to serve process on the other party hereto in any other manner permitted by law.
(c) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS ASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED HEREUNDER. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS ASSIGNMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY HERETO WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THI...
Governing Law; Jurisdiction; Service of Process; Waiver of Jury Trial. The governing law, submission to jurisdiction, waiver of venue, service of process and waiver of jury trial provisions contained in Sections 9.10 and 9.11 of the Credit Agreement are hereby incorporated by reference mutatis mutandis.
Governing Law; Jurisdiction; Service of Process; Waiver of Jury Trial. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to principles of conflicts of laws thereof. ANY DISPUTES
Governing Law; Jurisdiction; Service of Process; Waiver of Jury Trial. This Master Operating Agreement including any Separate Series Operating Agreements and the rights of the parties hereunder shall be interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to principles of conflict of laws. Each Member hereby irrevocably consents to the jurisdiction of the courts of Florida, and of any federal court located in such state in connection with any action or proceeding arising out of or relating to Master Operating Agreement, any Separate Series Operating Agreements, any document or instrument delivered pursuant to, in connection with, or simultaneously with Master Operating Agreement, any Separate Series Operating Agreements or any breach of Master Operating Agreement or any Separate Series Operating Agreements or any such document or instrument. In any such action or proceeding, each Member hereby waives personal service of any summons, complaint or other process and agrees that service thereof may be made in accordance with Section 14.01 of Master Operating Agreement. IN THE EVENT OF ANY LITIGATION WITH RESPECT TO ANY MATTER CONNECTED WITH THIS MASTER OPERATING AGREEMENT OR THE AGREEMENTS OR TRANSACTIONS CONTEMPLATED HEREUNDER ALL OF THE PARTIES HERETO WAIVE ALL RIGHTS TO A TRIAL BY JURY; PROVIDED, HOWEVER, THAT NOTHING IN THIS PARAGRAPH WILL CONSTITUTE A WAIVER OF ANY RIGHT ANY PARTY TO THIS MASTER OPERATING AGREEMENT MAY HAVE TO CHOOSE A JUDICIAL FORUM TO THE EXTENT SUCH A WAIVER WOULD VIOLATE APPLICABLE LAW.
