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

Governing Law; Jurisdiction; Waiver of Trial by Jury. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed in that State. Each of the parties hereto (i) consents to submit itself to the personal jurisdiction of any Delaware state court located in the city of Wilmington if any dispute arises under this Agreement, the ancillary agreements or any transaction contemplated hereby or thereby, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any action, suit or proceeding relating to this Agreement, the Merger Agreement and the other ancillary agreements or any transaction contemplated hereby or thereby in any court other than any such court, (iv) waives any right to trial by jury with respect to any action; suit or proceeding related to or arising out of this Agreement, the Merger Agreement and the other ancillary agreements or any transaction contemplated hereby or thereby, (v) waives any objection to the laying of venue of any action, suit or proceeding arising out this Agreement, the Merger Agreement and the other ancillary agreements or any transaction contemplated hereby or thereby in any such court, (vi) waives and agrees not to plead or claim that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum and (vii) agrees that a final judgment in any such action, suit or proceeding in any such court shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by applicable law.

Governing Law; Jurisdiction; Waiver of Trial by Jury. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed in that State. Each of the parties hereto Parties (i) consents to submit itself to the personal jurisdiction of any Delaware state court located in the city of Wilmington if any dispute arises under this Agreement, any of the ancillary agreements Transaction Documents or any transaction contemplated hereby or thereby, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any action, suit or proceeding relating to this Agreement, any of the Merger Agreement and the other ancillary agreements Transaction Documents or any transaction contemplated hereby or thereby in any court other than any such court, (iv) waives any right to trial by jury with respect to any action; suit or proceeding related to or arising out of this Agreement, any of the Merger Agreement and the other ancillary agreements Transaction Documents or any transaction contemplated hereby or thereby, (v) waives any objection to the laying of venue of any action, suit or proceeding arising out this Agreement, of any of the Merger Agreement and the other ancillary agreements Transaction Documents or any transaction contemplated hereby or thereby in any such court, (vi) waives and agrees not to plead or claim that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum and (vii) agrees that a final judgment in any such action, suit or proceeding in any such court shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by applicable law.

Governing Law; Jurisdiction; Waiver of Trial by Jury. (a) This Agreement and any claim, controversy or dispute arising out of or related to this Agreement, any of the transactions contemplated hereby, the relationship of the Parties, and/or the interpretation and enforcement of the rights and duties of the Parties, whether arising in contract, tort, equity or otherwise, shall be governed by, and construed in accordance with, the laws of the State of Delaware (including in respect of the statute of limitations or other limitations period applicable to contracts executed in any such claim controversy or dispute), without regard to any applicable principles of conflicts of law that might require the application of the laws of any other jurisdiction, except that (i) the internal affairs of the corporations party hereto that are organized and existing under the ICL and (ii) all other provisions of, or transactions contemplated by, this Agreement that are expressly or otherwise required to be performed governed by the ICL; shall be construed, performed, governed and enforced in accordance with the Laws of the State of Israel, without giving effect to any choice or conflict of law provision or rule (whether of the State of Israel or of any other jurisdiction) that Statewould cause the application of the Laws of any jurisdiction other than the State of Israel. The Parties hereby acknowledge and agree that, to the fullest extent permitted by law, they intend that this Agreement be, and that it will be treated and construed as, a contract under seal under Delaware law. (b) Each of the parties hereto (i) consents Parties irrevocably agrees that any legal action or proceeding arising out of or relating to submit itself to the personal jurisdiction this Agreement or for recognition and enforcement of any judgment in respect hereof brought by any other Party or its successors or assigns shall be brought and determined by the Court of Chancery of the State of Delaware state court located or if jurisdiction is not proper in the city of Wilmington if any dispute arises under this Agreement, the ancillary agreements or any transaction contemplated hereby or thereby, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, in Superior Court seated in New Castle County Delaware, and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid court for itself Table of Contents and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby (iii) and agrees that it will not bring to commence any action, suit or proceeding relating thereto except in such courts). Each of the Parties further agrees to this Agreement, the Merger Agreement and the other ancillary agreements or any transaction contemplated hereby or thereby accept service of process in any court other than any manner permitted by such court. Each of the Parties hereby irrevocably and unconditionally waives, (iv) waives and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any right to trial by jury with respect to any action; suit or proceeding related to or arising out of this Agreement, the Merger Agreement and the other ancillary agreements or any transaction contemplated hereby or thereby, (v) waives any objection to the laying of venue of any action, suit action or proceeding arising out of or relating to this Agreement, Agreement or the Merger Agreement and the other ancillary agreements or any transaction transactions contemplated hereby or thereby in any such courthereby, (vii) waives and agrees not to plead or any claim that it is not personally subject to the jurisdiction of the above-named courts for any such actionreason other than the failure lawfully to serve process, suit (ii) that it or proceeding brought in its property is exempt or immune from jurisdiction of any such court has been brought or from any legal process commenced in an inconvenient forum such court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (viiiii) agrees to the fullest extent permitted by Law, that a final judgment in any such action(A) the suit, suit action or proceeding in any such court shall be conclusive and 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 hereto irrevocably agrees that, subject to any other jurisdiction available appeal rights, any decision, order, or judgment issued by suit on the judgment such above named courts shall be binding and enforceable, and irrevocably agrees to abide by any such decision, order, or in any other manner provided by applicable lawjudgment. (c) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES 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.

Governing Law; Jurisdiction; Waiver of Trial by Jury. (a) This Agreement and all matters arising hereunder or in connection herewith shall be governed by, and construed in accordance with, the laws Laws of the State state of Delaware, without regard to Laws that may be applicable under conflicts of laws principles (whether of the state of Delaware applicable or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the state of Delaware. (b) Each party hereby agrees that any Action or proceeding (of any and every kind or type, whether based on contract, tort, statute, regulation or otherwise, and whether based on state, federal, foreign or any other Law) that it commences or pursues against any other party arising out of or relating to contracts executed this Agreement shall be heard and determined exclusively in the Court of Chancery of the state of Delaware and to the appropriate appellate courts therefrom, and in no other court; provided that in the event any such court determines that it lacks subject matter jurisdiction over any action or proceeding, such action or proceeding shall be performed heard and determined exclusively in that Stateanother state or federal court sitting in the state of Delaware and the appropriate appellate courts therefrom. Each of the parties hereto party expressly agrees and acknowledges (i) consents to submit itself to that all courts sitting in the personal jurisdiction state of Delaware are an appropriate and convenient forum for resolution of any Delaware state court located in the city and all Actions or proceedings arising out of Wilmington if any dispute arises under this Agreement, the ancillary agreements or any transaction contemplated hereby or thereby, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any action, suit or proceeding relating to this Agreement, the Merger Agreement (ii) that it shall not suffer any undue hardship or inconvenience if required to litigate in such court and the other ancillary agreements or any transaction contemplated hereby or thereby in any court other than (iii) that any such court, (iv) waives court is fully competent and legally capable of adjudicating any right to trial by jury with respect to any action; suit such Actions or proceeding related to or arising out of this Agreement, the Merger Agreement and the other ancillary agreements or any transaction contemplated hereby or thereby, (v) waives any objection proceedings. Each party further represents that it has agreed to the laying jurisdiction of venue such courts in respect of any action, suit Action or proceeding arising out of or relating to this Agreement, Agreement after being fully and adequately advised by legal counsel of its own choice concerning the Merger Agreement procedures and the Laws applied in such courts and has not relied on any representation by any other ancillary agreements party or any transaction contemplated hereby of its Affiliates, Representatives or thereby advisors as to the content, scope or effect of such procedures or Law, and shall not contend otherwise in any such court, (vi) waives and agrees not to plead or claim that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum and (vii) agrees that a final judgment in any such action, suit or proceeding in any such court shall be conclusive and may be enforced in of any other jurisdiction by suit on the judgment or in any other manner provided by applicable lawjurisdiction. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER OR RELATE TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) 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 EITHER OF SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES SUCH WAIVERS VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.15(c).

Governing Law; Jurisdiction; Waiver of Trial by Jury. This Agreement shall be governed by, by and construed in accordance with, under the laws of the State of Delaware applicable New York without regard to contracts executed in and to be performed in that Statethe conflict of laws provisions thereof. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the parties hereto (i) consents to submit itself to state and federal courts sitting in the personal jurisdiction City of New York, borough of Manhattan, for the adjudication of any Delaware state court located dispute hereunder or under any other Transaction Document or in the city of Wilmington if any dispute arises under this Agreement, the ancillary agreements connection herewith or therewith or with any transaction contemplated hereby or thereby, (ii) and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it will is not attempt personally subject to deny or defeat such personal the jurisdiction by motion or other request for leave from of any such court, (iii) agrees that it will not bring any actionsuch suit, suit action or proceeding relating to this Agreement, the Merger Agreement and the other ancillary agreements or any transaction contemplated hereby or thereby in any court other than any such court, (iv) waives any right to trial by jury with respect to any action; suit or proceeding related to or arising out of this Agreement, the Merger Agreement and the other ancillary agreements or any transaction contemplated hereby or thereby, (v) waives any objection to the laying of venue of any action, suit or proceeding arising out this Agreement, the Merger Agreement and the other ancillary agreements or any transaction contemplated hereby or thereby in any such court, (vi) waives and agrees not to plead or claim that any such action, suit or proceeding brought in any such court has been is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and (vii) agrees that a final judgment consents to process being served in any such actionsuit, suit action or proceeding by mailing a copy thereof (certified or registered mail, return receipt requested) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any such court shall be conclusive and may be enforced way any right to serve process in any other jurisdiction manner permitted by suit on law. Each party hereby waives, to the judgment fullest extent permitted by law, trial by jury in connection with any suit, action or in proceeding relating to a dispute hereunder or under any other manner provided by applicable lawTransaction Document.

Governing Law; Jurisdiction; Waiver of Trial by Jury. (a) This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction. (b) Any Action based upon, arising out of or related to this Agreement shall be brought in the Court of Chancery of the State of Delaware applicable or, if such court declines to contracts executed in and to be performed in that State. Each of the parties hereto (i) consents to submit itself to the personal jurisdiction of exercise jurisdiction, any Delaware federal or state court located in New York County, New York, and each of the city parties irrevocably submits to the exclusive jurisdiction of Wilmington if any dispute arises under this Agreement, the ancillary agreements or any transaction contemplated hereby or thereby, (ii) agrees that it will not attempt to deny or defeat each such personal jurisdiction by motion or other request for leave from court in any such courtAction, (iii) agrees that it will not bring any action, suit or proceeding relating to this Agreement, the Merger Agreement and the other ancillary agreements or any transaction contemplated hereby or thereby in any court other than any such court, (iv) waives any right to trial by jury with respect to any action; suit or proceeding related to or arising out of this Agreement, the Merger Agreement and the other ancillary agreements or any transaction contemplated hereby or thereby, (v) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the laying of venue of any action, suit or proceeding arising out this Agreement, the Merger Agreement Action shall be heard and the other ancillary agreements or any transaction contemplated hereby or thereby determined only in any such court, (vi) waives and agrees not to plead bring any Action arising out of or claim that any such action, suit relating to this Agreement or proceeding brought in any such court has been brought in an inconvenient forum and (vii) agrees that a final judgment in any such action, suit or proceeding in any such court shall be conclusive and may be enforced the transactions contemplated hereby in any other jurisdiction court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by suit on the judgment Law, or to commence legal proceedings or otherwise proceed against any other party in any other manner provided by applicable lawjurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 17. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Trial by Jury. (a) This Agreement and the transactions contemplated herein, and all disputes between the parties under or related to this Agreement, the transactions contemplated herein or the facts and circumstances leading to its or their execution or performance, whether in contract, tort or otherwise, shall be governed by, and construed in accordance with, by the laws Laws of the State of Delaware applicable Delaware, without reference to contracts executed in and to be performed in that State. conflict of laws principles. (b) Each of the parties hereto (i) consents to submit irrevocably submits itself to the personal jurisdiction of any Delaware state or federal court located sitting in the city State of Wilmington if Delaware, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, in any dispute arises under suit, action or proceeding arising out of or relating to this Agreement, the ancillary agreements Merger or any transaction other transactions contemplated hereby or therebyherein, (ii) agrees that every such suit, action or proceeding shall be brought, heard and determined exclusively in the Court of Chancery of the State of Delaware (provided that, in the event subject matter jurisdiction is unavailable in or declined by the Court of Chancery, then all such claims shall be brought, heard and determined exclusively in any other state or federal court sitting in the State of Delaware), (iii) agrees that it will shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iiiiv) agrees that it will not to bring any actionsuit, suit action or proceeding arising out of or relating to this Agreement, the Merger Agreement and the or other ancillary agreements or any transaction transactions contemplated hereby or thereby herein in any other court other than any such court, (iv) waives any right to trial by jury with respect to any action; suit or proceeding related to or arising out of this Agreement, the Merger Agreement and the other ancillary agreements or any transaction contemplated hereby or thereby, (v) waives any objection defense of inconvenient forum to the laying maintenance of venue any suit, action or proceeding so brought. (c) Each of the parties agrees to waive any bond, surety or other security that might be required of any other party with respect to any suit, action or proceeding, including an appeal thereof. (d) Each of the parties agrees that service of any process, summons, notice or document by U.S. registered mail to its address set forth in Section 8.5 hereof shall be effective service of process for any action, suit or proceeding arising out this Agreementbrought against it, provided, however, that nothing contained in the Merger Agreement and foregoing clause shall affect the other ancillary agreements or right of any transaction contemplated hereby or thereby in any such court, (vi) waives and agrees not party to plead or claim that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum and (vii) agrees that a final judgment in any such action, suit or proceeding in any such court shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or serve legal process in any other manner provided permitted by applicable lawLaw. (e) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, RELATING TO THIS AGREEMENT, THE MERGER OR THE TRANSACTIONS CONTEMPLATED HEREIN IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE MERGER OR THE OTHER TRANSACTIONS CONTEMPLATED HEREIN OR THE FACTS AND CIRCUMSTANCES LEADING TO ITS NEGOTIATION, EXECUTION OR PERFORMANCE. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) 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, (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (iii) IT MAKES SUCH WAIVER KNOWINGLY AND VOLUNTARILY, AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.7(e).