Common use of Governing Law; Jurisdiction; Waivers Clause in Contracts

Governing Law; Jurisdiction; Waivers. (a) The parties agree (in accordance with Section 5-1401 of the General Obligations Law of the State of New York) that, to the extent such laws would otherwise not apply, this Agreement (including this choice-of-law provision) and the rights and obligations of the parties to this Agreement shall be governed by, construed and enforced in accordance with, and all controversies and disputes arising under, in connection with or in relation to this Agreement shall be resolved pursuant to the laws of the State of New York applicable to contracts made and to be wholly performed in the State of New York. (b) The parties hereto irrevocably and unconditionally submit to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, City, County and State of New York, for any proceedings commenced regarding this Agreement, including, but not limited to, any interpleader proceeding or proceeding for the appointment of a successor escrow agent the Escrow Agent may commence pursuant to this Agreement. The parties irrevocably submit to the jurisdiction of such courts for the determination of all issues in such proceedings and irrevocably waive any objection to venue or inconvenient forum for any proceeding brought in any such court. (c) The parties irrevocably and unconditionally waive, to the fullest extent permitted by law, and agree not to plead or claim, any right of immunity from legal action, suit or proceeding, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, from execution of judgment, or from any other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, and consent to such relief and enforcement against it, its assets and its revenues in any jurisdiction, in each case with respect to any matter arising out of, or in connection with, this Agreement. If the Escrow Agent has or acquires any claim against Offeror, Parent or any other Interested Parties other than for an obligation arising under this Agreement, the Escrow Agent shall have no right of setoff against the Deposit Escrow Account with respect to such claim. (d) The parties irrevocably and unconditionally waive any right to trial by jury with respect to any proceeding relating to this Agreement.

Governing Law; Jurisdiction; Waivers. (a) The parties agree (in accordance with Section 5-1401 of the General Obligations Law of the State of New York) that, to the extent such laws would otherwise not apply, this Agreement (including this choice-of-law provision) and the rights and obligations of the parties to this Agreement shall be governed by, construed and enforced in accordance with, and all controversies and disputes arising under, in connection with or in relation to this Agreement shall be resolved pursuant to the laws of the State of New York applicable to contracts made and to be wholly performed in the State of New York. (b) The parties hereto irrevocably and unconditionally submit to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, City, County and State of New York, for any proceedings commenced regarding this Agreement, including, but not limited to, any interpleader proceeding or proceeding for the appointment of a successor escrow agent the Escrow Agent may commence pursuant to this Agreement. The parties irrevocably submit to the jurisdiction of such courts for the determination of all issues in such proceedings and irrevocably waive any objection to venue or inconvenient forum for any proceeding brought in any such court. (c) The parties irrevocably and unconditionally waive, to the fullest extent permitted by law, and agree not to plead or claim, any right of immunity from legal action, suit or proceeding, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, from execution of judgment, or from any other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, and consent to such relief and enforcement against it, its assets and its revenues in any jurisdiction, in each case with respect to any matter arising out of, or in connection with, this Agreement. If the Escrow Agent has or acquires any claim against Offeror, Parent the Parent, HK Bohai or any other Interested Parties other than for an obligation arising under this Agreement, the Escrow Agent shall have no right of setoff against the Deposit Escrow Account with respect to such claim. (d) The parties irrevocably and unconditionally waive any right to trial by jury with respect to any proceeding relating to this Agreement.

Governing Law; Jurisdiction; Waivers. (a) The parties agree (in accordance with Section 5-1401 All questions concerning the construction, validity, enforcement and interpretation of the General Obligations Law of the State of New York) that, to the extent such laws would otherwise not apply, this Agreement (including this choice-of-law provision) and the rights and obligations of the parties to this Agreement shall be governed by, and construed and enforced in accordance with, and all controversies and disputes arising under, in connection with or in relation to this Agreement shall be resolved pursuant to the internal laws of the State of New York applicable Delaware without giving effect to contracts made and to be wholly performed the principles of conflicts of law thereof or of any other jurisdiction that would result in the State application of New York. (b) The the Law of any other jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally submit submits to the exclusive jurisdiction of the state and federal and state courts located sitting in the Borough of Manhattan, City, County and State Manhattan in the City of New York, New York, for the adjudication of any proceedings commenced regarding this Agreementdispute hereunder or in connection herewith or under any of the other Transaction Documents or with any transaction contemplated hereby or thereby, includingand hereby irrevocably waives, but and agrees not limited toto assert in any suit, action or proceeding, any interpleader proceeding or proceeding for the appointment of a successor escrow agent the Escrow Agent may commence pursuant to this Agreement. The parties irrevocably submit claim that it is not personally subject to the jurisdiction of such courts for the determination of all issues in such proceedings and irrevocably waive any objection to venue or inconvenient forum for any proceeding brought in any such court. (c) , that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. The parties hereto consent to the jurisdiction and venue of the foregoing courts and consent that any process or notice of motion or other application to any of said courts or a judge thereof may be served inside or outside the State of New York or the Southern District of New York by registered mail, return receipt requested, directed to the party being served at its mailing address indicated under Section 6(j) hereof (and service so made shall be deemed complete three (3) days after the same has been posted as aforesaid) or by personal service or in such other manner as may be permissible under the rules of said courts. Each of the parties hereto irrevocably and unconditionally waivewaives, to the fullest extent permitted by law, and agree not any objection which it may now or hereafter have to plead or claimthe laying of the venue of any such suit, any right of immunity from legal action, suit or proceedingproceeding brought in such a court and any claim that suit, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, from execution of judgmentaction, or from any other legal process or proceeding for the giving of any relief or for the enforcement of any judgmenthas been brought in an inconvenient forum. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, and consent to such relief and enforcement against itAND AGREES NOT TO REQUEST, its assets and its revenues in any jurisdiction, in each case with respect to any matter arising out of, or in connection with, this Agreement. If the Escrow Agent has or acquires any claim against Offeror, Parent or any other Interested Parties other than for an obligation arising under this Agreement, the Escrow Agent shall have no right of setoff against the Deposit Escrow Account with respect to such claimA JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. (d) The parties irrevocably and unconditionally waive any right to trial by jury with respect to any proceeding relating to this Agreement.

Governing Law; Jurisdiction; Waivers. (a) The parties agree (in accordance with Section 5-1401 of the General Obligations Law of the State of New York) that, to the extent such laws would otherwise not apply, this Agreement (including this choice-of-law provision) and the rights and obligations of the parties to this Agreement shall be governed by, construed and enforced in accordance with, and all controversies and disputes arising under, in connection with or in relation to this Agreement shall be resolved pursuant to the laws of the State of New York applicable to contracts made and to be wholly performed in the State of New York. (b) The parties hereto irrevocably and unconditionally submit to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, City, County and State of New York, for any proceedings commenced regarding this Agreement, including, but not limited to, including any interpleader proceeding or proceeding for the appointment of a successor escrow agent the Escrow Agent may commence pursuant to this Agreement. The parties irrevocably submit to the jurisdiction of such courts for the determination of all issues in such proceedings and irrevocably waive any objection to venue or inconvenient forum for any proceeding brought in any such court. (c) The parties irrevocably and unconditionally waive, to the fullest extent permitted by law, and agree not to plead or claim, any right of immunity from legal action, suit or proceeding, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, from execution of judgment, or from any other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, and consent to such relief and enforcement against it, its assets and its revenues in any jurisdiction, in each case with respect to any matter arising out of, or in connection with, this Agreement. If the Escrow Agent has or acquires any claim against Offeror, Parent Offeror or any other Interested Parties other than for an obligation arising under this Agreement, the Escrow Agent shall have no right of setoff against the Deposit Escrow Account with respect to such claim. (d) The parties irrevocably and unconditionally waive any right to trial by jury with respect to any proceeding relating to this Agreement.

Governing Law; Jurisdiction; Waivers. (a) The parties agree (in accordance with Section 5-1401 of the General Obligations Law of the State of New York) thatThis Commitment Letter, to the extent such laws would otherwise not applyand any claim, this Agreement (including this choice-of-law provision) and the rights and obligations of the parties controversy or dispute arising under or related to this Agreement Commitment Letter, whether in tort, contract (at law or in equity) or otherwise, shall be governed by, and construed and enforced interpreted in accordance with, and all controversies and disputes arising under, in connection with or in relation to this Agreement shall be resolved pursuant to the laws of the State of New York applicable without regard to contracts made and principles of conflicts of law thereof to be wholly performed in the State extent such principles would cause the application of New York. (b) The the law of another state. Each of the parties hereto to this Commitment Letter irrevocably and unconditionally submit (a) submits to the exclusive jurisdiction of the any state or federal and state courts located court sitting in the Borough of Manhattan, City, County and State Manhattan in the City of New YorkYork (or any appellate court therefrom) over any suit, action or proceeding arising out of or relating to this Commitment Letter or the Payment Letter and (b) agrees that a final judgment in any such action may be enforced in any such court. You and we agree that service of any process, summons, notice or document by registered mail addressed to such person shall be effective service of process against such person for any proceedings commenced regarding this Agreementsuit, including, but not limited to, any interpleader proceeding action or proceeding for the appointment of a successor escrow agent the Escrow Agent may commence pursuant to this Agreement. The parties irrevocably submit to the jurisdiction of such courts for the determination of all issues in such proceedings and irrevocably waive any objection to venue or inconvenient forum for any proceeding brought in any such court. (c) The . Each of the parties to this Commitment Letter irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. The parties hereto hereby waive, to the fullest extent permitted by applicable law, and agree not to plead or claim, any right of immunity from legal action, suit or proceeding, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, from execution of judgment, or from any other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, and consent to such relief and enforcement against it, its assets and its revenues in any jurisdiction, in each case with respect to any matter arising out of, or in connection with, this Agreement. If the Escrow Agent has or acquires any claim against Offeror, Parent or any other Interested Parties other than for an obligation arising under this Agreement, the Escrow Agent shall have no right of setoff against the Deposit Escrow Account with respect to such claim. (d) The parties irrevocably and unconditionally waive any right to trial by jury with respect to any action or proceeding arising out of or relating to this AgreementCommitment Letter or the Payment Letter.

Governing Law; Jurisdiction; Waivers. (a) a. The parties agree (in accordance with Section 5-1401 of the General Obligations Law of the State of New York) that, to the extent such laws would otherwise not apply, this Escrow Agreement (including this choice-of-law provision) and the rights and obligations of the parties to this Agreement shall be governed by, construed and enforced in accordance with, and all controversies and disputes arising under, in connection with or in relation to this Agreement shall be resolved pursuant to to, the laws of the State of New York applicable to contracts made and to be wholly performed in the State of New York, provided, however that the rights, privileges, protections and immunities of the Escrow Agent shall be governed by the laws of the State of New York, without regard to conflicts of law principles thereof. (b) b. The parties hereto irrevocably and unconditionally submit consent to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, City, County and State of New York, Court for any proceedings commenced regarding this Agreement, including, but not limited to, any interpleader proceeding or proceeding for the appointment of a successor escrow agent that the Escrow Agent may commence pursuant to this Agreement. The parties irrevocably submit to the jurisdiction of such courts the Court for the determination of all issues in such proceedings and irrevocably waive any objection to venue or inconvenient forum for any proceeding brought in the Court. All other jurisdictional defenses, arguments and rights are fully reserved by TIN and nothing in this Agreement is intended to prejudice the assertion in any such courtforum against any party of those jurisdictional defenses, arguments and rights. (c) The c. Subject to TIN’s reservations asserted in the subparagraph immediately above, the parties irrevocably and unconditionally waive, to the fullest extent permitted by law, and agree not to plead or claim, any right of immunity from legal action, suit or proceeding, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of or judgment, from execution of judgment, or from any other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, and consent each consents to such relief and enforcement against it, its assets and its revenues in any jurisdiction, in each case with respect to any matter arising out of, or in connection with, this Agreement. If the Escrow Agent has or acquires any claim against Offeror, Parent or any other Interested Parties other than for an obligation arising under this Agreement, the Escrow Agent shall have no right of setoff against the Deposit Escrow Account with respect to such claim. (d) d. The parties irrevocably and unconditionally waive any right to trial by jury with respect to any proceeding relating to this Agreement.

Governing Law; Jurisdiction; Waivers. (a) The parties agree (in accordance with Section 5-1401 of the General Obligations Law of the State of New York) that, to the extent such laws would otherwise not apply, this Agreement (including this choice-of-law provision) and the rights and obligations of the parties to this This Agreement shall be governed by, construed and enforced in accordance with, and all controversies and disputes arising under, in connection with or in relation to this Agreement shall be resolved pursuant to by the laws of the State of New York applicable (without reference to contracts made and to be wholly performed in choice of law doctrine, other than Section 5-1401 of the State of New YorkYork General Obligations Law). (b) The parties hereto irrevocably and unconditionally submit Any legal action or proceeding with respect to the exclusive jurisdiction of the this Security Agreement may be brought in any United States federal and or state courts located court sitting in the Borough of Manhattan, City, County and State of New York, for any proceedings commenced regarding New York, and in the courts of the corporate domicile of each party hereto, in respect of actions brought against such party as a defendant, and by execution and delivery of this Security Agreement, including, but not limited to, any interpleader proceeding or proceeding for the appointment of a successor escrow agent the Escrow Agent may commence pursuant to this Agreement. The parties irrevocably submit hereto hereby consent to the jurisdiction of such courts for the determination of all issues in such proceedings and aforesaid courts. To the fullest extent permitted by law, each party hereto hereby irrevocably waive waives any objection, including without limitation, any objection to the laying of venue or inconvenient based on the grounds of forum for non conveniens, which it may now or hereafter have to the bringing of any action or proceeding brought in such jurisdiction in respect of this Security Agreement, and further waives any such courtright to which it may be entitled on account of place of residence or domicile. (c) The parties EACH OF CEMEX AND CITIBANK HEREBY IRREVOCABLY WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS OR BENEFICIARIES, AS APPLICABLE) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT OR THE ACTIONS OF CITIBANK OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF. (d) Cemex irrevocably and unconditionally waivewaives, to the fullest extent permitted by applicable law, with respect to itself and agree not to plead its revenues and assets (irrespective of their use or claimintended use), any right all immunity on the grounds of immunity sovereignty or other similar grounds from legal action(i) suit, suit or proceeding, from setoff or counterclaim, from the (ii) jurisdiction of any court, from service (iii) relief by way of processinjunction, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, from execution of judgment, or from any other legal process or proceeding order for the giving of any relief specific performance or for the recovery of property, (iv) attachment of its assets (whether before or after judgment) and (v) execution or enforcement of any judgment, and consent judgment to such relief and enforcement against it, its assets and which it or its revenues or assets might otherwise be entitled in any jurisdictionproceedings in the courts of any jurisdiction and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any such immunity in each case with respect to any matter arising out of, or in connection with, this Agreement. If the Escrow Agent has or acquires any claim against Offeror, Parent or any other Interested Parties other than for an obligation arising under this Agreement, the Escrow Agent shall have no right of setoff against the Deposit Escrow Account with respect to such claimproceedings. (d) The parties irrevocably and unconditionally waive any right to trial by jury with respect to any proceeding relating to this Agreement.

Governing Law; Jurisdiction; Waivers. (a) The THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE IN AND SHALL BE GOVERNED AND INTERPRETED BY THE LAWS OF THE STATE OF ARIZONA WITH RESPECT TO AGREEMENTS MADE BY RESIDENTS OF THE STATE OF ARIZONA AND TO BE WHOLLY PERFORMED WITHIN SAID STATE AND THE RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS, EXCEPT TO THE EXTENT THAT THE LAW OF SOME OTHER JURISDICTION MAY BE MANDATORILY APPLICABLE TO PROCEEDINGS TAKEN FOR THE ENFORCEMENT OF THE RIGHTS OF THE MORTGAGEE HEREUNDER; PROVIDED, HOWEVER, THAT ANY REMEDIES HEREIN PROVIDED WHICH SHALL BE VALID UNDER THE LAWS OF THE JURISDICTION WHERE PROCEEDINGS FOR THE ENFORCEMENT HEREOF SHALL BE TAKEN SHALL NOT BE AFFECTED BY ANY INVALIDITY THEREOF UNDER THE LAWS OF THE STATE OF ARIZONA. If any provision of this Agreement or of any other agreement between the parties agree (hereto shall be held invalid or inapplicable to any circumstance or in accordance with Section 5-1401 any jurisdiction, such invalidity or inapplicability shall not affect any other provision hereof or of any other agreement between the General Obligations Law of parties hereto which can be given effect without regard to the State of New York) thatinvalid provision, nor to the same provision to the extent valid or enforceable in any other applicable jurisdiction, nor shall any such laws would otherwise not applyinapplicability to any circumstance affect the applicability of such terms to any other or different or subsequent circumstance, this Agreement (including this choice-of-law provision) all of such terms, conditions or provisions are deemed severable. Each party hereby agrees that all actions or proceedings initiated by the Pledgor and the rights and obligations arising directly or indirectly out of the parties to this Agreement shall be governed bylitigated exclusively in the Superior Court of Arizona, construed Maricopa County, or the United States District Court for the District of Arizona (the "Arizona Courts") and enforced in accordance with, that any action or proceeding initiated by the Lender and all controversies and disputes arising under, in connection with directly or in relation to indirectly out of this Agreement shall be resolved pursuant litigated in the courts in any jurisdiction chosen by the Lender in its sole discretion. Each party hereby expressly submits and consents in advance to the laws such jurisdiction and venue in any action or proceeding commenced by either party in any of such courts, and hereby waives personal service of the State summons and complaint, or other process of New York applicable papers issued therein, and agrees that such service of the summons and complaint may be made by registered mail, return receipt requested, addressed to contracts made and to be wholly performed either party, at the respective addresses set forth in the State preamble of New York. (b) The parties hereto irrevocably and unconditionally submit to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, City, County and State of New York, for any proceedings commenced regarding this Agreement, including, but not limited to, any interpleader proceeding or proceeding for the appointment of a successor escrow agent the Escrow Agent may commence pursuant to this Agreement. The parties irrevocably submit Each party waives any claim that Phoenix, Arizona or the District of Arizona or any such other jurisdiction is an inconvenient forum or an improper forum based on lack of venue. Should either party, after being so served, fail to appear or answer any summons, complaint, process or paper so served within 30 days after the jurisdiction of such courts mailing thereof, each party acknowledges that as a result thereof, an order and/or judgment may be entered by either party against the other as demanded or pleaded for the determination of all issues in such proceedings and irrevocably waive summons, complaint, process or papers. The choice of forum set forth herein shall not be deemed to preclude the enforcement by either party of any objection to venue or inconvenient forum for any proceeding brought judgment in any such courtother appropriate jurisdiction. (c) The parties irrevocably and unconditionally waive, to the fullest extent permitted by law, and agree not to plead or claim, any right of immunity from legal action, suit or proceeding, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, from execution of judgment, or from any other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, and consent to such relief and enforcement against it, its assets and its revenues in any jurisdiction, in each case with respect to any matter arising out of, or in connection with, this Agreement. If the Escrow Agent has or acquires any claim against Offeror, Parent or any other Interested Parties other than for an obligation arising under this Agreement, the Escrow Agent shall have no right of setoff against the Deposit Escrow Account with respect to such claim. (d) The parties irrevocably and unconditionally waive any right to trial by jury with respect to any proceeding relating to this Agreement.

Governing Law; Jurisdiction; Waivers. (a) The parties agree (in accordance with Section pursuant to section 5-1401 of the General Obligations Law of the State of New York) that, to the extent such laws would otherwise not apply, this Agreement (including this choice-of-law provision) and the rights and obligations of the parties to this the Agreement shall be governed by, construed and enforced in accordance with, and all controversies and disputes arising under, in connection with or in relation to this Agreement shall be resolved pursuant to to, the laws of the State of New York applicable to contracts made and to be wholly performed in the State of New York. (b) The parties hereto irrevocably and unconditionally submit to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, City, County and State of New York, for any proceedings commenced regarding this Agreement, including, but not limited to, any interpleader proceeding or proceeding for the appointment of a successor escrow agent the Escrow Agent may commence pursuant to this Agreement. The parties irrevocably submit to the jurisdiction of such courts for the determination of all issues in such proceedings and irrevocably waive any objection to venue or inconvenient forum for any proceeding brought in any such court. (c) The parties irrevocably and unconditionally waive, to the fullest extent permitted by law, and agree not to plead or claim, any right of immunity from legal action, suit or proceeding, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of or judgment, from execution of judgment, or from any other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, and consent consents to such relief and enforcement against it, its assets and its revenues in any jurisdiction, in each case with respect to any matter arising out of, or in connection with, this Agreement. If the Escrow Agent has or acquires any claim against Offeror, Parent or any other Interested Parties other than for an obligation arising under this Agreement, the Escrow Agent shall have no right of setoff against the Deposit Escrow Account with respect to such claim. (d) The parties irrevocably and unconditionally waive any right to trial by jury with respect to any proceeding relating to this Agreement.

Governing Law; Jurisdiction; Waivers. (a) The parties agree (This Agreement is governed by and shall be construed and interpreted in accordance with Section 5-1401 of the General Obligations Law of the State of New York) that, to the extent such laws would otherwise not apply, this Agreement (including this choice-of-law provision) and the rights and obligations of the parties to this Agreement shall be governed by, construed and enforced in accordance with, and all controversies and disputes arising under, in connection with or in relation to this Agreement shall be resolved pursuant to the laws of the State of New York applicable without giving effect to contracts made and the conflict of laws principles thereof. Subject to be wholly performed in Section 10(b) hereof (solely as between the State of New York. (b) The Interested Parties), for any proceedings commenced regarding this Agreement, the parties hereto irrevocably and unconditionally submit to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, City, County and State of New York, for or if such court declines to accept jurisdiction over a particular matter, in any proceedings commenced regarding this Agreementstate court located in the Borough of Manhattan, includingCity, but not limited to, any interpleader proceeding or proceeding for the appointment County and State of a successor escrow agent the Escrow Agent may commence pursuant to this AgreementNew York. The parties irrevocably submit to the jurisdiction of such courts for the determination of all issues in such proceedings and irrevocably waive any objection to venue or inconvenient forum for any proceeding brought in any such court. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING RELATING TO THIS AGREEMENT. (cb) The parties irrevocably and unconditionally waive, to Solely as between the fullest extent permitted by law, and agree not to plead or claim, any right of immunity from legal action, suit or proceeding, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, from execution of judgment, or from any other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, and consent to such relief and enforcement against it, its assets and its revenues in any jurisdictionInterested Parties, in each case the event that the Interested Parties elected for arbitration in accordance with respect Section 13.2(b) of the Purchase Agreement, the Interested Parties shall submit any proceedings commenced regarding this Agreement to any matter arising out of, or be finally settled by binding arbitration administered by the same tribunal in connection with, this the same seat and place of arbitration as selected pursuant to Section 13.2(b) of the Purchase Agreement. If In no event shall the Escrow Agent has or acquires be required to submit to arbitration for any claim against Offeror, Parent or any other Interested Parties other than for an obligation arising under proceedings commenced regarding this Agreement, it being understood and agreed that any such arbitration proceedings shall be solely between the Escrow Agent shall have no right of setoff against the Deposit Escrow Account with respect to such claimInterested Parties. (d) The parties irrevocably and unconditionally waive any right to trial by jury with respect to any proceeding relating to this Agreement.

Governing Law; Jurisdiction; Waivers. (a) The parties agree (in accordance with Section pursuant to section 5-1401 of the General Obligations Law of the State of New York) that, to the extent such laws would otherwise not apply, this Agreement (including this choice-of-law provision) and the rights and obligations of the parties to this Agreement shall be governed by, construed and enforced in accordance with, and all controversies and disputes arising under, in connection with or in relation to this Agreement shall be resolved pursuant to to, the laws of the State of New York applicable to contracts made and to be wholly performed in the State of New York. (b) The parties hereto irrevocably and unconditionally submit to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, City, County and State of New York, for any proceedings commenced regarding this Agreement, including, but not limited to, any interpleader proceeding or proceeding for the appointment of a successor escrow agent the Escrow Agent may commence pursuant to this Agreement. The parties irrevocably submit to the jurisdiction of such courts for the determination of all issues in such proceedings and irrevocably waive any objection to venue or inconvenient forum for any proceeding brought in any such court. (c) The parties irrevocably and unconditionally waive, to the fullest extent permitted by law, and agree not to plead or claim, any right of immunity from legal action, suit or proceeding, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of or judgment, from execution of judgment, or from any other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, and consent consents to such relief and enforcement against it, its assets and its revenues in any jurisdiction, in each case with respect to any matter arising out of, or in connection with, this Agreement. If the Escrow Agent has or acquires any claim against Offeror, Parent or any other Interested Parties other than for an obligation arising under this Agreement, the Escrow Agent shall have no right of setoff against the Deposit Escrow Account with respect to such claim. (d) The parties irrevocably and unconditionally waive any right to trial by jury with respect to any proceeding relating to this Agreement.

Governing Law; Jurisdiction; Waivers. (a) The parties agree (in accordance with Section 5-1401 of the General Obligations Law of the State of New York) that, to the extent such laws would otherwise not apply, this Agreement (including this choice-of-law provision) and the rights and obligations of the parties to this This Collateral Agreement shall be governed by, construed and enforced in accordance with, and all controversies and disputes arising under, in connection with or in relation to this Agreement shall be resolved pursuant to by the laws of the State of New York applicable (without reference to contracts made and to be wholly performed in choice of law doctrine, other than Section 5-1401 of the State of New YorkYork General Obligations Law). (b) The parties hereto irrevocably and unconditionally submit Any legal action or proceeding with respect to the exclusive jurisdiction of the this Collateral Agreement may be brought in any United States federal and or state courts located court sitting in the Borough of Manhattan, City, County and State of New York, for any proceedings commenced regarding New York, and in the courts of the corporate domicile of each party hereto, in respect of actions brought against such party as a defendant, and by execution and delivery of this Collateral Agreement, including, but not limited to, any interpleader proceeding or proceeding for the appointment of a successor escrow agent the Escrow Agent may commence pursuant to this Agreement. The parties irrevocably submit hereto hereby consent to the jurisdiction of such courts for the determination of all issues in such proceedings and aforesaid courts. To the fullest extent permitted by law, each party hereto hereby irrevocably waive waives any objection, including without limitation, any objection to the laying of venue or inconvenient based on the grounds of forum for non conveniens, which it may now or hereafter have to the bringing of any action or proceeding brought in such jurisdiction in respect of this Collateral Agreement, and further waives any such courtright to which it may be entitled on account of place of residence or domicile. (c) The parties EACH OF CEMEX, THE TRUST AND CITIBANK HEREBY IRREVOCABLY WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS OR BENEFICIARIES, AS APPLICABLE) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS COLLATERAL AGREEMENT OR THE ACTIONS OF CITIBANK OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF. (d) Cemex irrevocably and unconditionally waivewaives, to the fullest extent permitted by applicable law, with respect to itself and agree not to plead its revenues and assets (irrespective of their use or claimintended use), any right all immunity on the grounds of immunity sovereignty or other similar grounds from legal action(i) suit, suit or proceeding, from setoff or counterclaim, from the (ii) jurisdiction of any court, from service (iii) relief by way of processinjunction, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, from execution of judgment, or from any other legal process or proceeding order for the giving of any relief specific performance or for the recovery of property, (iv) attachment of its assets (whether before or after judgment) and (v) execution or enforcement of any judgment, and consent judgment to such relief and enforcement against it, its assets and which it or its revenues or assets might otherwise be entitled in any jurisdictionproceedings in the courts of any jurisdiction and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any such immunity in each case with respect to any matter arising out of, or in connection with, this Agreement. If the Escrow Agent has or acquires any claim against Offeror, Parent or any other Interested Parties other than for an obligation arising under this Agreement, the Escrow Agent shall have no right of setoff against the Deposit Escrow Account with respect to such claimproceedings. (d) The parties irrevocably and unconditionally waive any right to trial by jury with respect to any proceeding relating to this Agreement.

Governing Law; Jurisdiction; Waivers. (a) The parties agree (in accordance with pursuant to Section 5-1401 of the General Obligations Law of the State of New York) that, to the extent unless as a result of mandatory provisions of law such laws would otherwise not apply, this Agreement (including this choice-of-law provision) and the rights and obligations of the parties to this Agreement shall be governed by, by and construed and enforced in accordance with, and all controversies and disputes arising under, in connection with or in relation to this Agreement shall be resolved pursuant to the laws of the State of New York applicable to contracts made and to be wholly performed in the State of New York. (b) The parties hereto irrevocably and unconditionally submit to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, City, County and State of New York, for any proceedings commenced regarding this Agreement, including, but not limited to, any interpleader proceeding or proceeding for the appointment of a successor escrow agent that the Escrow Agent may commence pursuant to this Agreement. The parties irrevocably submit to the jurisdiction of such courts for the determination of all issues in such proceedings and irrevocably waive any objection to venue or inconvenient forum for any proceeding brought in any such court. (c) The parties irrevocably and unconditionally waive, to the fullest extent permitted by law, and agree not to plead or claim, any right of immunity from legal action, suit or proceeding, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, from execution of judgment, or from any other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, and consent to such relief and enforcement against it, its assets and its revenues in any jurisdiction, in each case with respect to any matter arising out of, or in connection with, this Agreement. If the Escrow Agent has or acquires any claim against Offeror, Parent or any other Interested Parties other than for an obligation arising under this Agreement, the Escrow Agent shall have no right of setoff against the Deposit Escrow Account with respect to such claim. (d) The parties irrevocably and unconditionally waive waive, to the fullest extent permitted by law, any right to trial by jury with respect to any proceeding arising out of or relating to this AgreementAgreement or the transactions contemplated hereby.

Governing Law; Jurisdiction; Waivers. (a) The parties agree (in accordance with Section 5-1401 of the General Obligations Law of the State of New York) that, to the extent such laws would otherwise not apply, this Agreement (including this choice-of-law provision) and the rights and obligations of the parties to this Agreement shall be governed by, construed and enforced in accordance with, and all controversies and disputes arising under, in connection with or in relation to this Agreement shall be resolved pursuant to the laws of State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York applicable to contracts made and to be wholly performed in Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New YorkDelaware. (b) The parties hereto irrevocably and unconditionally submit to the exclusive jurisdiction of the federal and state courts located in United States District Court for the Borough District of Manhattan, City, County and State of New YorkDelaware, for any proceedings commenced regarding this Agreement, including, but not limited to, any interpleader proceeding or proceeding for the appointment of a successor escrow agent the Escrow Agent may commence pursuant to this Agreement. The parties irrevocably submit to the jurisdiction of such courts for the determination of all issues in such proceedings and irrevocably waive any objection to venue or inconvenient forum for any proceeding brought in any such court. (c) The parties To the extent that in any jurisdiction any Interested Party may be entitled to claim, for itself or its assets, immunity from suit, execution, attachment (whether before or after judgment) or other legal process, each such party hereby irrevocably and unconditionally waive, agrees not to the fullest extent permitted by lawclaim, and agree not to plead or claimhereby waives, any right of immunity from legal action, suit or proceeding, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, from execution of judgment, or from any other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, and consent to such relief and enforcement against it, its assets and its revenues in any jurisdiction, in each case with respect to any matter arising out of, or in connection with, this Agreement. If the Escrow Agent has or acquires any claim against Offeror, Parent or any other Interested Parties other than for an obligation arising under this Agreement, the Escrow Agent shall have no right of setoff against the Deposit Escrow Account with respect to such claimimmunity. (d) The parties irrevocably and unconditionally waive any right to trial by jury with respect to any proceeding relating to this Agreement.

Governing Law; Jurisdiction; Waivers. (a) a. The parties agree (in accordance with Section 5-1401 of the General Obligations Law of the State of New York) that, to the extent such laws would otherwise not apply, this Escrow Agreement (including this choice-of-law provision) and the rights and obligations of the parties to this Agreement shall be governed by, construed and enforced in accordance with, and all controversies and disputes arising under, in connection with or in relation to this Agreement shall be resolved pursuant to to, the laws of the State of New York applicable to contracts made and to be wholly performed in the State of New York, provided, however that the rights, privileges, protections and immunities of the Escrow Agent shall be governed by the laws of the State of New York, without regard to conflicts of law principles thereof. (b) b. The parties hereto irrevocably and unconditionally submit consent to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, City, County and State of New York, Court for any proceedings commenced regarding this Agreement, including, but not limited to, any interpleader proceeding or proceeding for the appointment of a successor escrow agent that the Escrow Agent may commence pursuant to this Agreement. The parties irrevocably submit to the jurisdiction of such courts the Court for the determination of all issues in such proceedings and irrevocably waive any objection to venue or inconvenient forum for any proceeding brought in the Court. All other jurisdictional defenses, arguments and rights are fully reserved by TIN and nothing in this Agreement is intended to prejudice the assertion in any such courtforum against any party of those jurisdictional defenses, arguments and rights. (c) The c. Subject to XXX’s reservations asserted in the subparagraph immediately above, the parties irrevocably and unconditionally waive, to the fullest extent permitted by law, and agree not to plead or claim, any right of immunity from legal action, suit or proceeding, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of or judgment, from execution of judgment, or from any other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, and consent each consents to such relief and enforcement against it, its assets and its revenues in any jurisdiction, in each case with respect to any matter arising out of, or in connection with, this Agreement. If the Escrow Agent has or acquires any claim against Offeror, Parent or any other Interested Parties other than for an obligation arising under this Agreement, the Escrow Agent shall have no right of setoff against the Deposit Escrow Account with respect to such claim. (d) d. The parties irrevocably and unconditionally waive any right to trial by jury with respect to any proceeding relating to this Agreement.

Governing Law; Jurisdiction; Waivers. (a) The parties agree (in accordance with Section pursuant to section 5-1401 of the General Obligations Law of the State of New York) that, to the extent such laws would otherwise not apply, this the Agreement (including this choice-of-law provision) and the rights and obligations of the parties to this the Agreement shall be governed by, construed and enforced in accordance with, and all controversies and disputes arising under, in connection with or in relation to this the Agreement shall be resolved pursuant to to, the laws of the State of New York applicable to contracts made and to be wholly performed in the State of New York. (b) The parties hereto irrevocably and unconditionally submit to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, City, County and State of New York, for any proceedings commenced regarding this the Agreement, including, but not limited to, any interpleader proceeding or proceeding for the appointment of a successor escrow agent the Escrow Agent may commence pursuant to this the Agreement. The parties irrevocably submit to the jurisdiction of such courts for the determination of all issues in such proceedings and irrevocably waive any objection to venue or inconvenient forum for any proceeding brought in any such court. (c) The parties irrevocably and unconditionally waive, to the fullest extent permitted by law, and agree not to plead or claim, any right of immunity from legal action, suit or proceeding, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of or judgment, from execution of judgment, or from any other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, and consent consents to such relief and enforcement against it, its assets and its revenues in any jurisdiction, in each case with respect to any matter arising out of, or in connection with, this the Agreement. If the Escrow Agent has or acquires any claim against Offeror, Parent or any other Interested Parties other than for an obligation arising under this Agreement, the Escrow Agent shall have no right of setoff against the Deposit Escrow Account with respect to such claim. (d) The parties irrevocably and unconditionally waive any right to trial by jury with respect to any proceeding relating to this the Agreement.

Governing Law; Jurisdiction; Waivers. (a) The parties agree (in accordance with Section 5-1401 of the General Obligations Law of the State of New York) that, to the extent such laws would otherwise not apply, this Agreement (including this choice-of-law provision) and the rights and obligations of the parties to this This Agreement shall be governed by, and construed and enforced in accordance with, and all controversies and disputes arising under, in connection with or in relation to this Agreement shall be resolved pursuant to the laws Laws of the State of New York applicable to contracts agreements made and performed wholly therein (without application of the conflicts of laws principles thereof). The parties hereto hereby irrevocably and unconditionally agree that: (a) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to be wholly performed the exclusive jurisdiction of any New York State court sitting in the State County of New York or any federal court of the United States of America sitting in the Southern District of New York, as the party instituting suit shall elect in its sole discretion, and any appellate court from any such court, in any suit, action or proceeding arising out of or relating to this Agreement or for recognition or enforcement of any judgment relating hereto. Each party hereto hereby irrevocably and unconditionally agrees that any suit, action or proceeding against it by any other party hereto with respect to this Agreement may be instituted, and that any suit, action or proceeding shall be instituted only in any New York State court sitting in the County of New York or any federal court sitting in the Southern District of New York, and any appellate court from any such court, as the party hereto instituting such suit, action or proceeding may elect in its sole discretion. Each party hereto also hereby irrevocably and unconditionally agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) The parties Each party hereto hereby irrevocably and unconditionally submit waives, to the exclusive jurisdiction fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of the federal and state courts located venue of any suit, action or proceeding arising out of or relating to this Agreement in any New York State court sitting in the Borough County of Manhattan, City, County and State New York or any federal court sitting in the Southern District of New York, and any appellate court for any proceedings commenced regarding this Agreement, including, but not limited to, any interpleader proceeding or proceeding for the appointment of a successor escrow agent the Escrow Agent may commence pursuant to this Agreement. The parties irrevocably submit to the jurisdiction of such courts for the determination of all issues in such proceedings and irrevocably waive any objection to venue or inconvenient forum for any proceeding brought in any such court. (c) The parties . Each party hereto hereby irrevocably and unconditionally waivewaives, to the fullest extent permitted by law, and agree not the defense of an inconvenient forum to plead or claimthe maintenance of such suit, any right of immunity from legal action, suit or proceeding, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, from execution of judgment, or from any other legal process action or proceeding for the giving of any relief or for the enforcement of any judgment, and consent to such relief and enforcement against it, its assets and its revenues in any jurisdictionsuch court and further waives the right to object, in each case with respect to any matter arising out of, or in connection with, this Agreement. If the Escrow Agent has or acquires any claim against Offeror, Parent or any other Interested Parties other than for an obligation arising under this Agreement, the Escrow Agent shall have no right of setoff against the Deposit Escrow Account with respect to such claim. (d) The parties suit, action or proceeding, that such court does not have jurisdiction over such party. Each party hereto hereby irrevocably and unconditionally waive any waives the right to a jury trial by jury with respect to in any suit, action or proceeding arising out of or relating to this Agreement. (c) Each party hereto hereby irrevocably and unconditionally consents to service of process in the manner provided for the giving of notices pursuant to this Agreement. Nothing in this Agreement shall affect the right of either party to serve process in any other manner permitted by law.

Governing Law; Jurisdiction; Waivers. (a) The parties agree (in accordance with Section 5-1401 of the General Obligations Law of the State of New York) that, to the extent such laws would otherwise not apply, this Agreement (including this choice-of-law provision) and the rights and obligations of the parties to this Agreement shall be governed by, construed and enforced in accordance with, and all controversies and disputes arising under, in connection with or in relation to this Agreement shall be resolved pursuant to the laws of the State of New York applicable to contracts made and to be wholly performed in the State of New York. (b) The parties hereto irrevocably and unconditionally submit to the exclusive jurisdiction of the federal and state courts located in the Borough of ManhattanNew York County, City, County and State of New York, and any appellate court from any thereof, for any proceedings commenced regarding this Agreement, including, but not limited to, any interpleader proceeding or proceeding for the appointment of a successor escrow agent the Escrow Agent may commence pursuant to this Agreement. The parties irrevocably and unconditionally submit to the jurisdiction of such courts for the determination of all issues in such proceedings and irrevocably and unconditionally waive any objection to venue or inconvenient forum for any proceeding brought in any such court. (c) The parties irrevocably and unconditionally waive, to the fullest extent permitted by law, and agree not to plead or claim, any right of immunity from legal action, suit or proceeding, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, from execution of judgment, or from any other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, and consent to such relief and enforcement against it, its assets and its revenues in any jurisdiction, in each case with respect to any matter arising out of, or in connection with, this Agreement. If the Escrow Agent has or acquires any claim against Offeror, Parent or any other Interested Parties other than for an obligation arising under this Agreement, the Escrow Agent shall have no right of setoff against the Deposit Escrow Account with respect to such claim. (d) The parties irrevocably and unconditionally waive any right to a trial by jury with respect to any proceeding relating to this Agreement.