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

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. (a) All matters arising from or related to this Guaranty This Agreement shall be governed by and construed in accordance with the laws of the State of New York, including Section 5-1401 of the General Obligations Law, but otherwise without regard giving effect to any choice or conflict of laws rules. law provision or rule (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 whether of the State of New York, County York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York and hereby irrevocably accept and submit to the exclusive jurisdiction and venue York. In addition, each of the aforesaid courts in personam, parties hereto irrevocably agrees that any legal action or proceeding with respect to any proceeding thereof. (c) Each party consents to service this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any processjudgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, summons, notice or document that may be served in any proceeding brought and determined in the United States District Court for the Southern District of New York or the state courts of any New York located State court sitting in New York CountyCity and hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam, which service shall be made generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. Each of the parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with Section 97.11(b) and Section 7.11(c), (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 7.11(b) and Section 7.11(c) shall be effective service of process for any suit or proceeding in connection with this Agreement or the Transactions contemplated hereby. (db) Each party The Company hereby irrevocably appoints Corporation Service Company, with offices at 00 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000, as its agent for service of process in any legal action or proceeding with respect to this Agreement and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent. The Company waives, to the fullest extent permitted by applicable Lawlaw, any right it other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as the Company’s agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may have be necessary to continue such appointment in full force and effect. Upon the Company being served upon such agent, a trial copy of such process shall also be delivered to the Company by jury overnight courier at the Company’s address set forth in Section 7.03(b). (c) To the extent that the Purchaser is executing this Agreement through an agent, the Purchaser hereby irrevocably appoints the party or entity set forth on its respective notice information page, as its agent for service of process in any legal action or proceeding with respect to this Agreement and agrees that service of process in any litigation directly such legal action or indirectly arising out ofproceeding may be made upon it at the office of such agent. The Purchaser waives, under to the fullest extent permitted by law, any other requirements of or in connection objections to personal jurisdiction with this Guaranty or transactions contemplated hereby or thereby or disputes relating hereto or respect thereto. Each party (i) certifies The Purchaser represents and warrants that no representativesuch agent has agreed to act as the Purchaser’s agent for service of process, agent or attorney and the Purchaser agrees to take any and all action, including the filing of any other party has represented, expressly or otherwiseand all documents and instruments, that may be necessary to continue such other party would notappointment in full force and effect. Upon the Purchaser being served upon such agent, a copy of such process shall also be delivered to the Purchaser by overnight courier at the Purchaser’s address set forth 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(d7.03(a). (d) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 7.08.

Governing Law; Jurisdiction; Service of Process; Waiver of Jury Trial. (a) All matters arising from or related to this Guaranty This Agreement shall be governed by and construed in accordance with the laws of the State of New York, including Section 5-1401 of the General Obligations Law, but otherwise without regard giving effect to any choice or conflict of laws rules. law provision or rule (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 whether of the State of New York, County York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York and hereby irrevocably accept and submit to the exclusive jurisdiction and venue York. In addition, each of the aforesaid courts in personam, parties hereto irrevocably agrees that any legal action or proceeding with respect to any proceeding thereof. (c) Each party consents to service this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any processjudgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, summons, notice or document that may be served in any proceeding brought and determined in the United States District Court for the Southern District of New York or the state courts of any New York located State court sitting in New York CountyCity and hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam, which service shall be made generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. Each of the parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with Section 97.11(b) and Section 7.11(c), (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 7.11(b) and Section 7.11(c) shall be effective service of process for any suit or proceeding in connection with this Agreement or the Transactions contemplated hereby. (db) Each party The Company hereby irrevocably appoints Corporation Service Company, with offices at 10 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000, as its agent for service of process in any legal action or proceeding with respect to this Agreement and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent. The Company waives, to the fullest extent permitted by applicable Lawlaw, any right it other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as the Company’s agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may have be necessary to continue such appointment in full force and effect. Upon the Company being served upon such agent, a trial copy of such process shall also be delivered to the Company by jury overnight courier at the Company’s address set forth in Section 7.03(b). (c) To the extent that the Purchaser is executing this Agreement through an agent, the Purchaser hereby irrevocably appoints the party or entity set forth on its respective notice information page, as its agent for service of process in any legal action or proceeding with respect to this Agreement and agrees that service of process in any litigation directly such legal action or indirectly arising out ofproceeding may be made upon it at the office of such agent. The Purchaser waives, under to the fullest extent permitted by law, any other requirements of or in connection objections to personal jurisdiction with this Guaranty or transactions contemplated hereby or thereby or disputes relating hereto or respect thereto. Each party (i) certifies The Purchaser represents and warrants that no representativesuch agent has agreed to act as the Purchaser’s agent for service of process, agent or attorney and the Purchaser agrees to take any and all action, including the filing of any other party has represented, expressly or otherwiseand all documents and instruments, that may be necessary to continue such other party would notappointment in full force and effect. Upon the Purchaser being served upon such agent, a copy of such process shall also be delivered to the Purchaser by overnight courier at the Purchaser’s address set forth 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(d7.03(a). (d) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 7.08.

Governing Law; Jurisdiction; Service of Process; Waiver of Jury Trial. (a) All matters arising from This Agreement, and all claims or related causes of action (whether at law, in contract or in tort or otherwise) that may be based upon, arise out of or relate to this Guaranty Agreement or the negotiation, execution or performance hereof, shall be governed by and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed entirely within the State of New York, including Section 5-1401 without giving effect to any choice or conflict of law provision or rule (whether of the General Obligations Law, but otherwise without regard State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each party expressly agrees and acknowledges that the State of New York has a reasonable relationship to conflict of laws rulesthe parties and/or this Agreement. (b) Except where arbitration is mandated by With respect to any action or claim arising out of or relating to the rules of a self-regulatory organization of which transactions contemplated hereby or any document or instrument delivered in connection therewith, the parties are a member hereto hereby expressly and irrevocably (any such arbitration shall be held in the County of New York, New York, U.S.A.), disputes regarding this Guaranty shall i) agree and consent to be subject to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York, York (and in the absence of such federal Federal jurisdiction, the parties consent to be subject to the exclusive jurisdiction of the Supreme Court state courts 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 New York), and agree not to object to venue in accordance with Section 9. the courts or to claim that such forum is inconvenient, and (dii) Each party hereby waives, agree not to bring any action related 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 any document or disputes relating hereto or theretoinstrument delivered in connection therewith, including this Agreement, in any other court (except to enforce the judgment of such courts). Final judgment by such courts shall be conclusive and may be enforced in any manner permitted by applicable law. Each party further agrees that service of process may be effected or delivered by mailing a copy of such process by registered or certified mail (ior any substantially similar form of mail), postage prepaid, to such party at its address as provided in Section 11.6. (c) certifies that no representativeEACH PARTY HEREBY KNOWINGLY AND VOLUNTARILY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, agent or attorney of any other party has representedPROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, expressly or otherwiseTORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, that such other party would notADMINISTRATION, in the event of litigationPERFORMANCE AND ENFORCEMENT HEREOF, 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)INCLUDING THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Governing Law; Jurisdiction; Service of Process; Waiver of Jury Trial. (a) All matters arising from or related to this Guaranty This Assignment shall be governed by and construed in accordance with the laws of the State of New York, including Section 5-1401 USA, without giving effect to any choice of law provisions thereof. Each party hereby submits itself for the purpose of this Assignment and any controversy arising hereunder to the exclusive jurisdiction 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 state and federal courts located 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 USA, and any courts of New York appeal therefrom, and waives any objection on the grounds of lack of jurisdiction (including, without limitation, venue) to the exercise of such jurisdiction over it by any such courts. Prior to bringing a legal action against the other party (other than an action for injunctive relief, which may be brought at any time), such dispute shall be separately negotiated by the parties hereto in good faith and all reasonable efforts undertaken to settle amicably such matters before resorting to further legal recourse, as follows: upon the occurrence of a dispute between the parties, including, without limitation, any breach of this Assignment or any obligation relating thereto, the matter shall be referred first to the officers of NeurogesX and CHRP having responsibility for the subject matter of the dispute, or their designees. The officers, or their designees, as the case may be, shall negotiate in good faith to resolve such dispute in a mutually satisfactory manner for up to thirty (30) days. If such efforts do not result in mutually satisfactory resolution of the dispute, the matter shall be referred to the chief executive officer of NeurogesX and the managing director of CHRP, or their designees. The chief executive officer and managing director, or their designees, as the case may be, shall negotiate in good faith to resolve such dispute in a mutually satisfactory manner for up to thirty (30) additional days, or such longer period of time to which the chief executive officer and managing director may agree. In the event the dispute has not been resolved at the end of such thirty (30) day period (or such longer period as agreed to by the chief executive officer and managing director), either party shall be entitled to bring an action in accordance with Section 7(a) and (b). (b) Each party hereto hereby irrevocably accept and submit consents to the exclusive jurisdiction and venue service of process out of any of the aforesaid courts referred to in personamsubsection (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 Section 8.03 of the Financing Agreement. 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 or under any other Transaction Document that service of process was in any way invalid or ineffective. Nothing herein shall affect the right of a party to serve process on the other party in any other manner permitted by law. In the event of any litigation under this Section 7, the prevailing party shall be entitled to reimbursement of any reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of legal counsel) incurred by the prevailing party in connection with asserting or enforcing such action hereunder, including, without limitation, in the case CHRP is the prevailing party in connection with any Bankruptcy Event with respect to any proceeding thereofNeurogesX and the non-prevailing party agrees to reimburse and indemnify the prevailing party for such expenses. (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 hereto hereby irrevocably waives, to the fullest extent permitted by applicable Lawlaw, any and all right it may have to a trial by jury in respect any action, proceeding, claim or counterclaim arising out of or relating to this Assignment. This waiver shall apply to any litigation directly subsequent amendments, renewals, supplements or indirectly arising out of, under or in connection with modifications to 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)Assignment.

Governing Law; Jurisdiction; Service of Process; Waiver of Jury Trial. (a) All matters arising from or related to this Guaranty This Agreement shall be governed by and construed in accordance with the laws of the State of New York, including Section 5-1401 of the General Obligations Law, but otherwise without regard giving effect to any choice or conflict of laws rules. law provision or rule (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 whether of the State of New York, County York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York and hereby irrevocably accept and submit to the exclusive jurisdiction and venue York. In addition, each of the aforesaid courts in personam, parties hereto irrevocably agrees that any legal action or proceeding with respect to any proceeding thereof. (c) Each party consents to service this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any processjudgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, summons, notice or document that may be served in any proceeding brought and determined in the United States District Court for the Southern District of New York or the state courts of any New York located State court sitting in New York CountyCity and hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam, which service shall be made generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. Each of the parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with Section 9Sections 6.09(b) and (c), (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Sections 6.09(b) and (c) shall be effective service of process for any suit or proceeding in connection with this Agreement or the Transactions contemplated hereby. (db) Each party The Company hereby irrevocably appoints Corporation Service Company, with offices at 00 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000, as its agent for service of process in any legal action or proceeding with respect to this Agreement and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent. The Company waives, to the fullest extent permitted by applicable Lawlaw, any right it other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as the Company’s agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may have be necessary to continue such appointment in full force and effect. Upon the Company being served upon such agent, a trial copy of such process shall also be delivered to the Company by jury overnight courier at the Company’s address set forth in Section 6.03(b). (c) To the extent that the Purchaser is executing this Agreement through an agent, the Purchaser hereby irrevocably appoints the party or entity set forth on its respective signature page, as its agent for service of process in any legal action or proceeding with respect to this Agreement and agrees that service of process in any litigation directly such legal action or indirectly arising out ofproceeding may be made upon it at the office of such agent. The Purchaser waives, under to the fullest extent permitted by law, any other requirements of or in connection objections to personal jurisdiction with this Guaranty or transactions contemplated hereby or thereby or disputes relating hereto or respect thereto. Each party (i) certifies The Purchaser represents and warrants that no representativesuch agent has agreed to act as the Purchaser’s agent for service of process, agent or attorney and the Purchaser agrees to take any and all action, including the filing of any other party has represented, expressly or otherwiseand all documents and instruments, that may be necessary to continue such other party would notappointment in full force and effect. Upon the Purchaser being served upon such agent, in a copy of such process shall also be delivered to the event of litigationPurchaser by overnight courier at the Purchaser’s address set forth on its respective signature page to this Agreement. (d) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party hereto have been induced to enter into this Guaranty byPROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, among other thingsAMONG OTHER THINGS, the mutual waivers and certifications in this Section 10(d)THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.08.

Governing Law; Jurisdiction; Service of Process; Waiver of Jury Trial. (a) All matters arising from or related to this Guaranty This Agreement shall be governed by and construed in accordance with the laws of the State of New York, including Section 5-1401 of the General Obligations Law, but otherwise without regard giving effect to any choice or conflict of laws rules. law provision or rule (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 whether of the State of New York, County York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York and hereby irrevocably accept and submit to the exclusive jurisdiction and venue York. In addition, each of the aforesaid courts in personam, parties hereto irrevocably agrees that any legal action or proceeding with respect to any proceeding thereof. (c) Each party consents to service this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any processjudgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, summons, notice or document that may be served in any proceeding brought and determined in the United States District Court for the Southern District of New York or the state courts of any New York located State court sitting in New York CountyCity and hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam, which service shall be made generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. Each of the parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with Section 9Sections 6.09(b) and (c), (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Sections 6.09(b) and (c) shall be effective service of process for any suit or proceeding in connection with this Agreement or the Transactions contemplated hereby. (db) Each party The Company hereby irrevocably appoints Corporation Service Company, with offices at 10 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000, as its agent for service of process in any legal action or proceeding with respect to this Agreement and agrees that service of process in any such legal action or proceeding may be made upon it at the office of such agent. The Company waives, to the fullest extent permitted by applicable Lawlaw, any right it other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as the Company’s agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may have be necessary to continue such appointment in full force and effect. Upon the Company being served upon such agent, a trial copy of such process shall also be delivered to the Company by jury overnight courier at the Company’s address set forth in Section 6.03(b). (c) To the extent that the Purchaser is executing this Agreement through an agent, the Purchaser hereby irrevocably appoints the party or entity set forth on its signature page, as its agent for service of process in any legal action or proceeding with respect to this Agreement and agrees that service of process in any litigation directly such legal action or indirectly arising out ofproceeding may be made upon it at the office of such agent. The Purchaser waives, under to the fullest extent permitted by law, any other requirements of or in connection objections to personal jurisdiction with this Guaranty or transactions contemplated hereby or thereby or disputes relating hereto or respect thereto. Each party (i) certifies The Purchaser represents and warrants that no representativesuch agent has agreed to act as the Purchaser’s agent for service of process, agent or attorney and the Purchaser agrees to take any and all action, including the filing of any other party has represented, expressly or otherwiseand all documents and instruments, that may be necessary to continue such other party would notappointment in full force and effect. Upon the Purchaser being served upon such agent, in a copy of such process shall also be delivered to the event of litigationPurchaser by overnight courier at the Purchaser’s address set forth on its signature page to this Agreement. (d) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party hereto have been induced to enter into this Guaranty byPROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, among other thingsAMONG OTHER THINGS, the mutual waivers and certifications in this Section 10(d)THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.08.