Governing Law Jurisdiction Venue Consent to Service of Process. (a) Governing Law. THIS AGREEMENT, AND ALL ACTIONS, CAUSES OF ACTION OR CLAIMS OF ANY KIND (WHETHER AT LAW, IN EQUITY, IN CONTRACT, IN TORT OR OTHERWISE) THAT MAY BE BASED UPON, ARISE OUT OF OR RELATED TO THIS AGREEMENT, SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.
Governing Law Jurisdiction Venue Consent to Service of Process. (a) Governing Law. THIS AGREEMENT, AND ALL ACTIONS, CAUSES OF ACTION OR CLAIMS OF ANY KIND (WHETHER AT LAW, IN EQUITY, IN CONTRACT, IN TORT OR OTHERWISE) THAT MAY BE BASED UPON, ARISE OUT OF OR RELATED TO THIS AGREEMENT, SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF; PROVIDED, THE INTERPRETATION OF (I) AN “ACQUIRED BUSINESS MATERIAL ADVERSE EFFECT” AND WHETHER AN “ACQUIRED BUSINESS MATERIAL ADVERSE EFFECT” HAS OCCURRED, (II) THE ACCURACY OF ANY REPRESENTATION MADE BY THE ACQUIRED BUSINESS AND WHETHER AS A RESULT OF ANY INACCURACY THEREOF THE BORROWER (OR AN AFFILIATE) HAVE THE RIGHT (WITHOUT REGARD TO ANY NOTICE REQUIREMENT) TO TERMINATE THE BORROWER’S (OR SUCH AFFILIATE’S OBLIGATIONS (OR TO REFUSE TO CONSUMMATE THE TRANSACTIONS) UNDER THE ACQUISITION AGREEMENT AND (III) WHETHER THE TRANSACTIONS HAVE BEEN CONSUMMATED IN ACCORDANCE WITH THE TERMS OF THE ACQUISITION AGREEMENT, IN EACH CASE, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE; PROVIDED, FURTHER, THAT, WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE ACQUISITION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY AND WHICH DO NOT INVOLVE ANY CLAIMS BY OR AGAINST THE ADMINISTRATIVE AGENT OR THE LENDERS OR TO WHICH THE ADMINISTRATIVE AGENT OR THE LENDERS ARE NOT OTHERWISE A PARTY, THIS SENTENCE SHALL NOT OVERRIDE ANY JURISDICTION PROVISIONS SET FORTH IN THE ACQUISITION AGREEMENT.
Governing Law Jurisdiction Venue Consent to Service of Process. Waiver of Jury Trial 22 Section 6.09. Headings 23 Section 6.10. Security Interest Absolute 23 Section 6.11. Termination or Release 23 Section 6.12. Additional Grantors 24 Section 6.13. Third Lien Agent Appointed Attorney-in-Fact 24 Section 6.14. General Authority of the Third Lien Agent 25 Section 6.15. Reasonable Care 25 Section 6.16. Delegation; Limitation 25 Section 6.17. Reinstatement 25 Section 6.18. Miscellaneous 25 Section 6.19. Intercreditor Agreements 25 Section 6.20. Relationship to Indenture 26 Schedules Schedule I Subsidiary Parties Schedule II Pledged Equity and Pledged Debt Schedule III Commercial Tort Claims Exhibits Exhibit I Form of Security Agreement Supplement Exhibit II Form of Patent Security Agreement Exhibit III Form of Trademark Security Agreement Exhibit IV Form of Copyright Security Agreement THIRD LIEN SECURITY AGREEMENT dated as of May 7, 2015, among DJO FINANCE LLC, a Delaware limited liability company (the “Company”), DJO FINANCE CORPORATION, a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), certain subsidiaries of the Company (the Issuers and such subsidiaries being collectively referred to as the initial “Grantors”) and The Bank of New York Mellon, as Third Lien Agent for the Third Lien Secured Parties (in such capacity, the “Third Lien Agent”). Reference is made to the Indenture dated as of May 7, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), among the Issuers, the Guarantors party thereto from time to time and The Bank of New York Mellon, as Trustee and as Third Lien Agent.
Governing Law Jurisdiction Venue Consent to Service of Process
