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 (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 any of the 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 any of the Transaction Documents or any transaction contemplated 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 any of the Transaction Documents or any transaction contemplated thereby, (v) waives any objection to the laying of venue of any action, suit or proceeding arising out of any of the Transaction Documents or any transaction contemplated 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 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 any of this Agreement, the Transaction Documents 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 any of this Agreement, the Transaction Documents 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 any of this Agreement, the Transaction Documents 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 of any of this Agreement, the Transaction Documents 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, 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 (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 in the city of Wilmington if any dispute arises hereunder or under any of the other Transaction Documents Document or in 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 any of the Transaction Documents or any transaction contemplated 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 any of the Transaction Documents or any transaction contemplated thereby, (v) waives any objection to the laying of venue of any action, suit or proceeding arising out of any of the Transaction Documents or any transaction contemplated 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.