Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Warrant or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 102 contracts

Samples: Warrant Agreement (Arista Power, Inc.), Warrant Agreement (Duke Mining Company, Inc.), Common Stock and Warrant Purchase Agreement (Bond Laboratories, Inc.)

Governing Law; Jurisdiction. This ~~Warrant~~ Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This ~~Warrant~~ Agreement shall not be interpreted or construed with any presumption against the party causing this ~~Warrant~~ Agreement to be drafted. The ~~Issuer~~ Company and the ~~Holder~~ Holders agree that venue for any dispute arising under this ~~Warrant~~ Agreement will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The ~~Issuer~~ Company and the ~~Holder~~ Holders irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The ~~Issuer~~ Company and the ~~Holder~~ Holders consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this ~~Warrant~~ Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 7(k) shall affect or limit any right to serve process in any other manner permitted by law. The ~~Issuer~~ Company and the ~~Holder~~ Holders hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this ~~Warrant~~ Agreement or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 45 contracts

Samples: Registration Rights Agreement (True 2 Beauty Inc.), Registration Rights Agreement (One Horizon Group, Inc.), Registration Rights Agreement (Assured Pharmacy, Inc.)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 11 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Warrant or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 35 contracts

Samples: Securities Purchase Agreement (China Internet Cafe Holdings Group, Inc.), Warrant Agreement (Westergaard Com Inc), Warrant Agreement (Westergaard Com Inc)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 11 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to the this Warrant or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 17 contracts

Samples: Warrant Agreement (Apollo Resources International Inc), Warrant Agreement (Sino Gas International Holdings, Inc.), Warrant Agreement (Silver Star Energy Inc)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 11 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer agrees to pay all costs and ~~the Holder hereby agree that the prevailing party in any suit~~expenses of enforcement of this Warrant, ~~action or proceeding arising out of or relating to this Warrant or the Purchase Agreement~~including, ~~shall be entitled to reimbursement for~~ without limitation, reasonable ~~legal~~ attorneys’ fees ~~from the non-prevailing party~~and expenses. The parties hereby waive all rights to a trial by jury.

Appears in 15 contracts

Samples: Warrant Agreement (Ambient Corp /Ny), Warrant Agreement (Amacore Group, Inc.), Warrant Agreement (Ambient Corp /Ny)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 10 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Warrant or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 13 contracts

Samples: Warrant Agreement (One Horizon Group, Inc.), Warrant Agreement (One Horizon Group, Inc.), Placement Agent Warrant (One Horizon Group, Inc.)

Governing Law; Jurisdiction. This ~~Warrant~~ Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This ~~Warrant~~ Agreement shall not be interpreted or construed with any presumption against the party causing this ~~Warrant~~ Agreement to be drafted. The ~~Issuer~~ Company and the ~~Holder~~ Holders agree that venue for any dispute arising under this ~~Warrant~~ Agreement will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The ~~Issuer~~ Company and the ~~Holder~~ Holders irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The ~~Issuer~~ Company and the ~~Holder~~ Holders consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this ~~Warrant~~ Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 7(j) shall affect or limit any right to serve process in any other manner permitted by law. The ~~Issuer~~ Company and the ~~Holder~~ Holders hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to the this ~~Warrant~~ Agreement or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 13 contracts

Samples: Registration Rights Agreement (Interlink Global Corp), Registration Rights Agreement (Urigen Pharmaceuticals, Inc.), Registration Rights Agreement (Silver Star Energy Inc)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this ~~Warrant or the Purchase Agreement~~Warrant, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 11 contracts

Samples: Waiver and Amendment to Certificate of Designation of Series a Convertible Preferred Stock, Warrants and Registration Rights Agreement (Impart Media Group Inc), Warrant Agreement (Jpak Group, Inc.), Warrant Agreement (Rx Staffing, Inc.)

Governing Law; Jurisdiction. This ~~Warrant~~ Option shall be governed by and construed in accordance with the internal laws of the State of ~~New York~~California, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This ~~Warrant~~ Option shall not be interpreted or construed with any presumption against the party causing this ~~Warrant~~ Option to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this ~~Warrant~~ Option will lie exclusively in the state or federal courts located in ~~New York County~~California, ~~New York~~in Los Angeles and Orange Counties, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of ~~New York~~California, in Los Angeles and Orange Counties. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this ~~Warrant~~ Option and ~~agrees~~ agree that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 10 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this ~~Warrant~~ Option or the ~~Purchase~~ Subscription Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 10 contracts

Samples: Option Agreement (Brazil Minerals, Inc.), Option Agreement (Brazil Minerals, Inc.), Option Agreement (Brazil Minerals, Inc.)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of ~~New York~~Delaware, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in ~~New York County, New York~~the State of Delaware, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that ~~New York~~ Delaware is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the ~~state~~ State of ~~New York~~Delaware. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Warrant or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby unconditionally and irrevocably waive all rights to a trial by ~~jury~~jury in any suit, action or proceeding arising out of or relating to this Warrant or the transactions contemplated hereby.

Appears in 9 contracts

Samples: Warrant Agreement (Bioforce Nanosciences Holdings, Inc.), Warrant Agreement (Bioforce Nanosciences Holdings, Inc.), Warrant Agreement (Bioforce Nanosciences Holdings, Inc.)

Governing Law; Jurisdiction. This ~~Warrant~~ Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This ~~Warrant~~ Agreement shall not be interpreted or construed with any presumption against the party causing this ~~Warrant~~ Agreement to be drafted. The ~~Issuer~~ Company and the ~~Holder~~ Holders agree that venue for any dispute arising under this ~~Warrant~~ Agreement will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The ~~Issuer~~ Company and the ~~Holder~~ Holders irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The ~~Issuer~~ Company and the ~~Holder~~ Holders consent to process being served in any such suit, action or proceeding by ~~mailing~~ delivering a copy thereof to such party at the address in effect for notices to it under this ~~Warrant~~ Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 7(k) shall affect or limit any right to serve process in any other manner permitted by law. The ~~Issuer~~ Company and the ~~Holder~~ Holders hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this ~~Warrant~~ Agreement or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 9 contracts

Samples: Registration Rights Agreement (Kaching Kaching, Inc.), Registration Rights Agreement (Duke Mining Company, Inc.), Waiver and Amendment Agreement (BPO Management Services)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and ~~agrees~~ agree that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Warrant or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 9 contracts

Samples: Warrant Agreement (Victory Divide Mining CO), Warrant Agreement (National Realty & Mortgage Inc), Warrant Agreement (National Realty & Mortgage Inc)

Governing Law; Jurisdiction. This Warrant shall be --------------------------- governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Warrant or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 8 contracts

Samples: Warrant Agreement (DentalServ.com), Warrant Agreement (DentalServ.com), Warrant Agreement (DentalServ.com)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New ~~York County, New~~ York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and ~~agrees~~ agree that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Warrant or the ~~Purchase~~ Subscription Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 7 contracts

Samples: Warrant Agreement (TK Star Design, Inc.), Warrant Agreement (TK Star Design, Inc.), Warrant Agreement (TK Star Design, Inc.)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 11 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Warrant or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 7 contracts

Samples: Warrant Agreement (Activecare, Inc.), Warrant Agreement (Glowpoint Inc), Warrant Agreement (Glowpoint Inc)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to the this ~~Warrant or the Purchase Agreement~~Warrant, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 7 contracts

Samples: Warrant Agreement (Manaris Corp), Warrant Agreement (Roo Group Inc), Warrant Agreement (Roo Group Inc)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 11 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to the this Warrant or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party~~. The parties hereby waive all rights to a trial by jury~~.

Appears in 7 contracts

Samples: Note and Warrant Purchase Agreement (Eden Energy Corp), Warrant Agreement (Delcath Systems Inc), Warrant Agreement (Delcath Systems Inc)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to the this Warrant or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 7 contracts

Samples: Warrant Agreement (Sino Gas International Holdings, Inc.), Warrant Agreement (Quest Oil Corp), Warrant Agreement (Quest Oil Corp)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of ~~New York~~Delaware, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise ~~forum non conveniens~~ FORUM NON CONVENIENS or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this ~~Section~~ SECTION 12 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Warrant or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 6 contracts

Samples: Warrant Agreement (Marketing Worldwide Corp), Warrant Agreement (Marketing Worldwide Corp), Warrant Agreement (Marketing Worldwide Corp)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 7 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Warrant or the Purchase ~~Agreement,~~ Agreement shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 5 contracts

Samples: Warrant Agreement (Nascent Wine Company, Inc.), Warrant Agreement (Nascent Wine Company, Inc.), Warrant Agreement (Nascent Wine Company, Inc.)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 13 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to the this ~~Warrant or the Purchase Agreement~~Warrant, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 5 contracts

Samples: Warrant Agreement (XL Generation International), Warrant Agreement (Manaris Corp), Warrant Agreement (Manaris Corp)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise ~~forum non conveniens~~ FORUM NON CONVENIENS or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Warrant or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 5 contracts

Samples: Warrant Agreement (In Touch Media Group, Inc.), Warrant Agreement (In Touch Media Group, Inc.), Warrant Agreement (In Touch Media Group, Inc.)

Governing Law; Jurisdiction. This ~~Warrant~~ Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This ~~Warrant~~ Agreement shall not be interpreted or construed with any presumption against the party causing this ~~Warrant~~ Agreement to be drafted. The ~~Issuer~~ Company and the ~~Holder~~ Holders agree that venue for any dispute arising under this ~~Warrant~~ Agreement will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The ~~Issuer~~ Company and the ~~Holder~~ Holders irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The ~~Issuer~~ Company and the ~~Holder~~ Holders consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this ~~Warrant~~ Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 7(j) shall affect or limit any right to serve process in any other manner permitted by law. The ~~Issuer~~ Company and the ~~Holder~~ Holders hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this ~~Warrant~~ Agreement or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 4 contracts

Samples: Registration Rights Agreement (China Dredging Group Co., Ltd.), Registration Rights Agreement (Fibernet Telecom Group Inc\), Registration Rights Agreement (Datalogic International Inc)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York~~, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction~~. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 14 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this ~~Warrant or the Purchase Agreement~~Warrant, shall be entitled to reimbursement for reasonable legal fees and other costs of such proceeding from the non-prevailing party. ~~The parties hereby waive all rights to a trial by jury.~~THE PARTIES HEREBY WAIVE ALL

Appears in 4 contracts

Samples: Warrant Agreement (American Apparel, Inc), Warrant Agreement (American Apparel, Inc), Warrant Agreement (American Apparel, Inc)

Governing Law; Jurisdiction. This ~~Warrant~~ Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This ~~Warrant~~ Agreement shall not be interpreted or construed with any presumption against the party causing this ~~Warrant~~ Agreement to be drafted. The ~~Issuer~~ Company and the ~~Holder~~ Holders agree that venue for any dispute arising under this ~~Warrant~~ Agreement will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The ~~Issuer~~ Company and the ~~Holder~~ Holders irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The ~~Issuer~~ Company and the ~~Holder~~ Holders consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this ~~Warrant~~ Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 7(k) shall affect or limit any right to serve process in any other manner permitted by law. The ~~Issuer~~ Company and the ~~Holder~~ Holders hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this ~~Warrant~~ Agreement or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The Company agrees to pay all costs and expenses of enforcement of the Transaction Documents, including, without limitation, reasonable attorneys' fees and expenses. The parties hereby waive all rights to a trial by jury.

Appears in 4 contracts

Samples: Registration Rights Agreement (MDwerks, Inc.), Registration Rights Agreement (Ambient Corp /Ny), Registration Rights Agreement (Ambient Corp /Ny)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New ~~York County, New~~ York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and ~~agrees~~ agree that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 10 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Warrant or the ~~Purchase~~ Subscription Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 4 contracts

Samples: Warrant Agreement (Brazil Minerals, Inc.), Warrant Agreement (Brazil Minerals, Inc.), Warrant Agreement (Brazil Minerals, Inc.)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 11 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Warrant or the ~~Purchase Agreement~~Convertible Promissory Note, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 3 contracts

Samples: Warrant Agreement (Advanced Growing Systems, Inc.), Warrant Agreement (Advanced Growing Systems, Inc.), Warrant Agreement (Advanced Growing Systems, Inc.)

Governing Law; Jurisdiction. This ~~Warrant~~ Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This ~~Warrant~~ Agreement shall not be interpreted or construed with any presumption against the party causing this ~~Warrant~~ Agreement to be drafted. The ~~Issuer~~ Company and the ~~Holder~~ Holders agree that venue for any dispute arising under this ~~Warrant~~ Agreement will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The ~~Issuer~~ Company and the ~~Holder~~ Holders irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The ~~Issuer~~ Company and the ~~Holder~~ Holders consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this ~~Warrant~~ Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 7(l) shall affect or limit any right to serve process in any other manner permitted by law. The ~~Issuer~~ Company and the ~~Holder~~ Holders hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this ~~Warrant~~ Agreement or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 3 contracts

Samples: Registration Rights Agreement (Youngevity International, Inc.), Registration Rights Agreement (Youngevity International, Inc.), Registration Rights Agreement (Youngevity International, Inc.)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of ~~New York~~Iowa, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in ~~New York~~ Polk County, ~~New York~~Iowa, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that ~~New York~~ Iowa is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the ~~state~~ State of ~~New York~~Iowa. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer agrees to pay all costs and ~~the Holder hereby agree that the prevailing party in any suit~~expenses of enforcement of this Warrant, ~~action or proceeding arising out of or relating to this Warrant or the Purchase Agreement~~including, ~~shall be entitled to reimbursement for~~ without limitation, reasonable ~~legal~~ attorneys’ fees ~~from the non-prevailing party~~and expenses. The parties hereby waive all rights to a trial by jury.

Appears in 3 contracts

Samples: Forbearance and Refinancing Agreement (Spotlight Innovation, Inc.), Warrant Agreement (Spotlight Innovation Inc.), Warrant Agreement (Spotlight Innovation, Inc.)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New ~~York County, New~~ York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by ~~mailing~~ sending by electronic mail a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 11 shall affect or limit any right to serve process in any other manner permitted by law. ~~The Issuer and the Holder hereby agree that the prevailing party in any suit~~THE ISSUER AND THE HOLDER HXXXXX AGREE THAT THE PREVAILING PARTY IN ANY SUIT, ~~action or proceeding arising out of or relating to this Warrant or the Purchase Agreement~~ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT OR THE PURCHASE AGREEMENT, ~~shall be entitled to reimbursement for reasonable legal fees from the non~~SHALL BE ENTITLED TO REIMBURSEMENT FOR REASONABLE LEGAL FEES FROM THE NON-~~prevailing party~~PREVAILING PARTY. ~~The parties hereby waive all rights to a trial by jury~~THE PARTIES HEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURY.

Appears in 3 contracts

Samples: Share Purchase Agreement (FibroBiologics Inc.), Share Purchase Agreement (Nxu, Inc.), Share Purchase Agreement (Nxu, Inc.)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 11 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this ~~Warrant or the Purchase Agreement~~Warrant, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 3 contracts

Samples: Warrant Agreement (Modsys International LTD), Stock Purchase Agreement (Financialcontent Inc), Stock Purchase Agreement (Financialcontent Inc)

Appears in 2 contracts

Samples: Warrant Agreement (American Apparel, Inc), Investment Agreement (American Apparel, Inc)

Appears in 2 contracts

Samples: Warrant Agreement (Activecare, Inc.), Warrant Agreement (Glowpoint Inc)

Governing Law; Jurisdiction. This ~~Warrant~~ Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles ~~which~~ that would result in the general application of the substantive law of another jurisdiction. This ~~Warrant~~ Agreement shall not be interpreted or construed with any presumption against the party causing this ~~Warrant~~ Agreement to be drafted. The ~~Issuer~~ Company and the ~~Holder~~ Holders agree that venue for any dispute arising under this ~~Warrant~~ Agreement will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The ~~Issuer~~ Company and the ~~Holder~~ Holders irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The ~~Issuer~~ Company and the ~~Holder~~ Holders consent to process being served in any such suit, action or proceeding by ~~mailing~~ delivering a copy thereof to such party at the address in effect for notices to it under this ~~Warrant~~ Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 7(k) shall affect or limit any right to serve process in any other manner permitted by law. The ~~Issuer~~ Company and the ~~Holder~~ Holders hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this ~~Warrant~~ Agreement or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 2 contracts

Samples: Registration Rights Agreement (Long-E International, Inc.), Registration Rights Agreement (Long-E International, Inc.)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New ~~York County, New~~ York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by ~~mailing~~ sending by electronic mail a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 11 shall affect or limit any right to serve process in any other manner permitted by law. ~~The Issuer and the Holder hereby agree that the prevailing party in any suit~~THE ISSUER AND THE HOLDER HEREBY AGREE THAT THE PREVAILING PARTY IN ANY SUIT, ~~action or proceeding arising out of or relating to this Warrant or the Purchase Agreement~~ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT OR THE PURCHASE AGREEMENT, ~~shall be entitled to reimbursement for reasonable legal fees from the non~~SHALL BE ENTITLED TO REIMBURSEMENT FOR REASONABLE LEGAL FEES FROM THE NON-~~prevailing party~~PREVAILING PARTY. ~~The parties hereby waive all rights to a trial by jury~~THE PARTIES HEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURY.

Appears in 2 contracts

Samples: Share Purchase Agreement (Med-X, Inc.), Share Purchase Agreement (Leisure Acquisition Corp.)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 9 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Warrant or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 2 contracts

Samples: Warrant Agreement (Edgewater Foods International, Inc.), Warrant Agreement (NovaRay Medical, Inc.)

Governing Law; Jurisdiction. This ~~Warrant~~ Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This ~~Warrant~~ Agreement shall not be interpreted or construed with any presumption against the party causing this ~~Warrant~~ Agreement to be drafted. The ~~Issuer~~ Company and the ~~Holder~~ Holders agree that venue for any dispute arising under this ~~Warrant~~ Agreement will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The ~~Issuer~~ Company and the ~~Holder~~ Holders irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The ~~Issuer~~ Company and the ~~Holder~~ Holders consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this ~~Warrant~~ Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 7(k) shall affect or limit any right to serve process in any other manner permitted by law. The ~~Issuer~~ Company and the ~~Holder~~ Holders hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this ~~Warrant~~ Agreement or the ~~Purchase Agreement~~Transaction Documents, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 2 contracts

Samples: Warrant Purchase Agreement (Sino Gas International Holdings, Inc.), Registration Rights Agreement (Sino Gas International Holdings, Inc.)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and ~~agrees~~ agree that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this ~~Warrant or the Purchase Agreement~~Warrant, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 2 contracts

Samples: Warrant Agreement (United National Film Corp), Warrant Agreement (United National Film Corp)

Governing Law; Jurisdiction. This ~~Warrant~~ Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This ~~Warrant~~ Agreement shall not be interpreted or construed with any presumption against the party causing this ~~Warrant~~ Agreement to be drafted. The ~~Issuer~~ Company and the ~~Holder~~ Holders agree that venue for any dispute arising under this ~~Warrant~~ Agreement will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The ~~Issuer~~ Company and the ~~Holder~~ Holders irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The ~~Issuer~~ Company and the ~~Holder~~ Holders consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this ~~Warrant~~ Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 7(i) shall affect or limit any right to serve process in any other manner permitted by law. The ~~Issuer~~ Company and the ~~Holder~~ Holders hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this ~~Warrant or the Purchase~~ Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 2 contracts

Samples: Registration Rights Agreement (China Integrated Energy, Inc.), Registration Rights Agreement (Emazing Interactive, Inc.)

Governing Law; Jurisdiction. This ~~Warrant~~ Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This ~~Warrant~~ Agreement shall not be interpreted or construed with any presumption against the party causing this ~~Warrant~~ Agreement to be drafted. The ~~Issuer and the Holder~~ parties agree that venue for any dispute arising under this ~~Warrant~~ Agreement will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The ~~Issuer and the Holder~~ parties irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The ~~Issuer~~ Company and ~~the Holder~~ each Purchaser consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this ~~Warrant~~ Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 7(j) shall affect or limit any right to serve process in any other manner permitted by law. The ~~Issuer~~ Company and the ~~Holder~~ Purchasers hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to the Registrable Securities, this ~~Warrant~~ Agreement, the Warrants or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party~~. The parties hereby waive all rights to a trial by jury~~.

Appears in 2 contracts

Samples: Registration Rights Agreement (Delcath Systems Inc), Registration Rights Agreement (Delcath Systems Inc)

Governing Law; Jurisdiction. This ~~Warrant~~ Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This ~~Warrant~~ Agreement shall not be interpreted or construed with any presumption against the party causing this ~~Warrant~~ Agreement to be drafted. The ~~Issuer~~ Company and the ~~Holder~~ Holders agree that venue for any dispute arising under this ~~Warrant~~ Agreement will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The ~~Issuer~~ Company and the ~~Holder~~ Holders irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The ~~Issuer~~ Company and the ~~Holder~~ Holders consent to process being served in any such suit, action or proceeding by ~~mailing~~ delivering a copy thereof to such party at the address in effect for notices to it under this ~~Warrant~~ Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 7(j) shall affect or limit any right to serve process in any other manner permitted by law. The ~~Issuer~~ Company and the ~~Holder~~ Holders hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this ~~Warrant~~ Agreement, the Purchase Agreement or the ~~Purchase~~ Exchange Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 2 contracts

Samples: Registration Rights Agreement (Vycor Medical Inc), Series a Convertible Preferred Stock Purchase Agreement (Ortec International Inc)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and ~~agrees~~ agree that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Warrant or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 2 contracts

Samples: Warrant Agreement (Lihua International Inc.), Warrant Agreement (Lihua International Inc.)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Warrant or the ~~Purchase~~ Share Exchange Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 2 contracts

Samples: Warrant Agreement (Remote Dynamics Inc), Warrant Agreement (Remote Dynamics Inc)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 11 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer agrees to pay all costs and ~~the Holder hereby agree that the prevailing party in any suit~~expenses of enforcement of this Warrant, ~~action or proceeding arising out of or relating to this Warrant or the Purchase Agreement~~including, ~~shall be entitled to reimbursement for~~ without limitation, reasonable ~~legal~~ attorneys' fees ~~from the non-prevailing party~~and expenses. The parties hereby waive all rights to a trial by jury.

Appears in 2 contracts

Samples: Warrant Agreement (Ambient Corp /Ny), Warrant Agreement (Ambient Corp /Ny)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and ~~agrees~~ agree that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 13 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Warrant or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 2 contracts

Samples: Warrant Agreement (Compass Acquisition CORP), Warrant Agreement (Compass Acquisition CORP)

Governing Law; Jurisdiction. This ~~Warrant~~ Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This ~~Warrant~~ Agreement shall not be interpreted or construed with any presumption against the party causing this ~~Warrant~~ Agreement to be drafted. The ~~Issuer~~ Company and the ~~Holder~~ Holders agree that venue for any dispute arising under this ~~Warrant~~ Agreement will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The ~~Issuer~~ Company and the ~~Holder~~ Holders irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The ~~Issuer~~ Company and the ~~Holder~~ Holders consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this ~~Warrant~~ Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 7(k) shall affect or limit any right to serve process in any other manner permitted by law. The ~~Issuer~~ Company and the ~~Holder~~ Holders hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this ~~Warrant or the Purchase~~ Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 2 contracts

Samples: Registration Rights Agreement (Southern Sauce Company, Inc.), Registration Rights Agreement (International Imaging Systems Inc)

Governing Law; Jurisdiction. This Warrant shall be governed by and --------------------------- construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 11 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Warrant or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Charys Holding Co Inc)

Governing Law; Jurisdiction. This ~~Warrant~~ Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This ~~Warrant~~ Agreement shall not be interpreted or construed with any presumption against the party causing this ~~Warrant~~ Agreement to be drafted. The ~~Issuer~~ Company and the ~~Holder~~ Holders agree that venue for any dispute arising under this ~~Warrant~~ Agreement will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The ~~Issuer~~ Company and the ~~Holder~~ Holders irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The ~~Issuer~~ Company and the ~~Holder~~ Holders consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this ~~Warrant~~ Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 7(j) shall affect or limit any right to serve process in any other manner permitted by law. The ~~Issuer~~ Company and the ~~Holder~~ Holders hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to the this ~~Warrant~~ Agreement or the ~~Purchase~~ Subscription Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 1 contract

Samples: Registration Rights Agreement (General Components, Inc.)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in ~~New York~~ Middlesex County, ~~New York,~~ Massachusetts and the parties irrevocably waive any right to raise forum non conveniens or any other argument that ~~New York~~ Massachusetts is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of ~~New York~~Massachusetts. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 11 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Warrant or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. ~~The parties hereby waive all rights to a trial by jury~~THE PARTIES HEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURY.

Appears in 1 contract

Samples: Warrant Agreement (StatSure Diagnostic Systems, Inc.)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of ~~New York~~Connecticut, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in ~~New York~~ Fairfield County, ~~New York~~Connecticut, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that ~~New York~~ Connecticut is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the ~~state~~ State of ~~New York~~Connecticut. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer agrees to pay all costs and ~~the Holder hereby agree that the prevailing party in any suit~~expenses of enforcement of this Warrant, ~~action or proceeding arising out of or relating to this Warrant or the Purchase Agreement~~including, ~~shall be entitled to reimbursement for~~ without limitation, reasonable ~~legal~~ attorneys’ fees ~~from the non-prevailing party~~and expenses. The parties hereby waive all rights to a trial by jury.

Appears in 1 contract

Samples: Warrant Agreement (3D Total Solutions Inc.)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of ~~New York~~Iowa, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in ~~New York~~ Polk County, ~~New York~~Iowa, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that ~~New York~~ Iowa is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the ~~state~~ State of ~~New York~~Iowa. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer agrees to pay all costs and ~~the Holder hereby agree that the prevailing party in any suit~~expenses of enforcement of this Warrant, ~~action or proceeding arising out of or relating to this Warrant or the Purchase Agreement~~including, ~~shall be entitled to reimbursement for~~ without limitation, reasonable ~~legal~~ attorneys' fees ~~from the non-prevailing party~~and expenses. The parties hereby waive all rights to a trial by jury.

Appears in 1 contract

Samples: Convertible Note (Spotlight Innovation, Inc.)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 10 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Warrant or the ~~Purchase~~ Consulting Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 1 contract

Samples: Warrant Agreement (Edgewater Foods International, Inc.)

Governing Law; Jurisdiction. This ~~Warrant~~ Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This ~~Warrant~~ Agreement shall not be interpreted or construed with any presumption against the party causing this ~~Warrant~~ Agreement to be drafted. The ~~Issuer~~ Company and the ~~Holder~~ Holders agree that venue for any dispute arising under this ~~Warrant~~ Agreement will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The ~~Issuer~~ Company and the ~~Holder~~ Holders irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The ~~Issuer~~ Company and the ~~Holder~~ Holders consent to process being served in any such suit, action or proceeding by ~~mailing~~ delivering a copy thereof to such party at the address in effect for notices to it under this ~~Warrant~~ Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 6(j) shall affect or limit any right to serve process in any other manner permitted by law. The ~~Issuer~~ Company and the ~~Holder~~ Holders hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this ~~Warrant~~ Agreement or the ~~Purchase~~ Support Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 1 contract

Samples: Registration Rights Agreement (GlobalOptions Group, Inc.)

Governing Law; Jurisdiction. This ~~Warrant~~ Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This ~~Warrant~~ Agreement shall not be interpreted or construed with any presumption against the party causing this ~~Warrant~~ Agreement to be drafted. The ~~Issuer~~ Company and the ~~Holder~~ Holders agree that venue for any dispute arising under this ~~Warrant~~ Agreement will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise ~~forum non conveniens~~ FORUM NON CONVENIENS or any other argument that New York is not the proper venue. The ~~Issuer~~ Company and the ~~Holder~~ Holders irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The ~~Issuer~~ Company and the ~~Holder~~ Holders consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this ~~Warrant~~ Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 7(j) shall affect or limit any right to serve process in any other manner permitted by law. The ~~Issuer~~ Company and the ~~Holder~~ Holders hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this ~~Warrant~~ Agreement or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 1 contract

Samples: Registration Rights Agreement (In Touch Media Group, Inc.)

Governing Law; Jurisdiction. This ~~Warrant~~ Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This ~~Warrant~~ Agreement shall not be interpreted or construed with any presumption against the party causing this ~~Warrant~~ Agreement to be drafted. The ~~Issuer~~ Company and the ~~Holder~~ Purchaser agree that venue for any dispute arising under this ~~Warrant~~ Agreement will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The ~~Issuer~~ Company and the ~~Holder~~ Purchaser irrevocably consent to personal jurisdiction in the state and federal courts of the ~~state~~ State of New York. The ~~Issuer~~ Company and the ~~Holder~~ Purchaser consent to process being served in any such suit, action or proceeding by ~~mailing~~ delivering a copy thereof to such party at the address in effect for notices to it under this ~~Warrant~~ Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 8.1 shall affect or limit any right to serve process in any other manner permitted by law. The ~~Issuer~~ Company and the ~~Holder~~ Purchaser hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this ~~Warrant or the Purchase~~ Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 1 contract

Samples: Common Stock and Warrant Purchase Agreement (Progressive Gaming International Corp)

Governing Law; Jurisdiction. This ~~Warrant~~ Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This ~~Warrant~~ Agreement shall not be interpreted or construed with any presumption against the party causing this ~~Warrant~~ Agreement to be drafted. The ~~Issuer~~ Company and the ~~Holder~~ Holders agree that venue for any dispute arising under this ~~Warrant~~ Agreement will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The ~~Issuer~~ Company and the ~~Holder~~ Holders irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The ~~Issuer~~ Company and the ~~Holder~~ Holders consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this ~~Warrant~~ Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 8(i) shall affect or limit any right to serve process in any other manner permitted by law. The ~~Issuer~~ Company and the ~~Holder~~ Holders hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to the this ~~Warrant~~ Agreement or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 1 contract

Samples: Registration Rights Agreement (Hercules Technology Growth Capital Inc)

Governing Law; Jurisdiction. This ~~Warrant~~ Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This ~~Warrant~~ Agreement shall not be interpreted or construed with any presumption against the party causing this ~~Warrant~~ Agreement to be drafted. The ~~Issuer~~ Company and the ~~Holder~~ Holders agree that venue for any dispute arising under this ~~Warrant~~ Agreement will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The ~~Issuer~~ Company and the ~~Holder~~ Holders irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The ~~Issuer~~ Company and the ~~Holder~~ Holders consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this ~~Warrant~~ Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 7(k) shall affect or limit any right to serve process in any other manner permitted by law. The ~~Issuer~~ Company and the ~~Holder~~ Holders hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this ~~Warrant~~ Agreement or the ~~Purchase~~ Warrant Exercise Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 1 contract

Samples: Registration Rights Agreement (China Bio Energy Holding Group Co., Ltd.)

Governing Law; Jurisdiction. This ~~Warrant~~ Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This ~~Warrant~~ Agreement shall not be interpreted or construed with any presumption against the party causing this ~~Warrant~~ Agreement to be drafted. The ~~Issuer~~ Company and the ~~Holder~~ Holders agree that venue for any dispute arising under this ~~Warrant~~ Agreement will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The ~~Issuer~~ Company and the ~~Holder irrevocably~~ Holdersirrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The ~~Issuer~~ Company and the ~~Holder~~ Holders consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this ~~Warrant~~ Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 8(k) shall affect or limit any right to serve process in any other manner permitted by law. The ~~Issuer~~ Company and the ~~Holder~~ Holders hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this ~~Warrant~~ Agreement or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 1 contract

Samples: Registration Rights Agreement (Aamaxan Transport Group, Inc.)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 9 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Warrant or the ~~Purchase~~ Subscription Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 1 contract

Samples: Warrant Agreement (Aivtech International Group Co.)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 9 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this ~~Warrant or the Purchase Agreement~~Warrant, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 1 contract

Samples: Warrant Agreement (NewEra Technology Development Co., LTD)

Governing Law; Jurisdiction. This ~~Warrant~~ Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This ~~Warrant~~ Agreement shall not be interpreted or construed with any presumption against the party causing this ~~Warrant~~ Agreement to be drafted. The ~~Issuer~~ Company and the ~~Holder~~ Holders agree that venue for any dispute arising under this ~~Warrant~~ Agreement will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The ~~Issuer~~ Company and the ~~Holder~~ Holders irrevocably consent to personal jurisdiction in the state and federal courts of the ~~state~~ State of New York. The ~~Issuer~~ Company and the ~~Holder~~ Holders consent to process being served in any such suit, action or proceeding by ~~mailing~~ delivering a copy thereof to such party at the address in effect for notices to it under this ~~Warrant~~ Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 7(k) shall affect or limit any right to serve process in any other manner permitted by law. The ~~Issuer~~ Company and the ~~Holder~~ Holders hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this ~~Warrant~~ Agreement, the Stock Purchase Agreement or the Note Purchase Agreement, as applicable, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 1 contract

Samples: Registration Rights Agreement (Progressive Gaming International Corp)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 6 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Warrant or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 1 contract

Samples: Warrant Agreement (Astrata Group Inc)

Governing Law; Jurisdiction. This ~~Warrant~~ Agreement shall be governed by and construed in accordance with the internal laws of the State of ~~New York~~Delaware, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This ~~Warrant~~ Agreement shall not be interpreted or construed with any presumption against the party causing this ~~Warrant~~ Agreement to be drafted. The ~~Issuer~~ Company and the ~~Holder~~ Holders agree that venue for any dispute arising under this ~~Warrant~~ Agreement will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise ~~forum non conveniens~~ FORUM NON CONVENIENS or any other argument that New York is not the proper venue. The ~~Issuer~~ Company and the ~~Holder~~ Holders irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The ~~Issuer~~ Company and the ~~Holder~~ Holders consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this ~~Warrant~~ Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this ~~Section 12~~ SECTION 7(K) shall affect or limit any right to serve process in any other manner permitted by law. The ~~Issuer~~ Company and the ~~Holder~~ Holders hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this ~~Warrant~~ Agreement or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 1 contract

Samples: Registration Rights Agreement (Marketing Worldwide Corp)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New ~~York County, New~~ York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and ~~agrees~~ agree that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Warrant or the Stock Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 1 contract

Samples: Warrant Agreement (Alpine Alpha 2, Ltd.)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 6 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Warrant or the Note Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 1 contract

Samples: Warrant Agreement (Rx Staffing, Inc.)

Governing Law; Jurisdiction. This ~~Warrant~~ Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This ~~Warrant~~ Agreement shall not be interpreted or construed with any presumption against the party causing this ~~Warrant~~ Agreement to be drafted. The ~~Issuer~~ Company and the ~~Holder~~ Purchasers agree that venue for any dispute arising under this ~~Warrant~~ Agreement will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The ~~Issuer~~ Company and the ~~Holder~~ Purchasers irrevocably consent to personal jurisdiction in the state and federal courts of the ~~state~~ State of New York. The ~~Issuer~~ Company and the ~~Holder~~ Purchasers consent to process being served in any such suit, action or proceeding by ~~mailing~~ delivering a copy thereof to such party at the address in effect for notices to it under this ~~Warrant~~ Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 8.1 shall affect or limit any right to serve process in any other manner permitted by law. The ~~Issuer~~ Company and the ~~Holder~~ Purchasers hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this ~~Warrant or the Purchase~~ Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 1 contract

Samples: Common Stock and Warrant Purchase Agreement (Progressive Gaming International Corp)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New ~~York County, New~~ York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by ~~mailing~~ sending by electronic mail a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 11 shall affect or limit any right to serve process in any other manner permitted by law. ~~The Issuer and the Holder hereby agree that the prevailing party in any suit~~THE ISSUER AND THE HOLDER HEXXXX XGREE THAT THE PREVAILING PARTY IN ANY SUIT, ~~action or proceeding arising out of or relating to this Warrant or the Purchase Agreement~~ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT OR THE PURCHASE AGREEMENT, ~~shall be entitled to reimbursement for reasonable legal fees from the non~~SHALL BE ENTITLED TO REIMBURSEMENT FOR REASONABLE LEGAL FEES FROM THE NON-~~prevailing party~~PREVAILING PARTY. ~~The parties hereby waive all rights to a trial by jury~~THE PARTIES HEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURY.

Appears in 1 contract

Samples: Share Purchase Agreement (Med-X, Inc.)

Governing Law; Jurisdiction. This ~~Warrant~~ Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This ~~Warrant~~ Agreement shall not be interpreted or construed with any presumption against the party causing this ~~Warrant~~ Agreement to be drafted. The ~~Issuer~~ Company and the ~~Holder~~ Holders agree that venue for any dispute arising under this ~~Warrant~~ Agreement will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The ~~Issuer~~ Company and the ~~Holder~~ Holders irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The ~~Issuer~~ Company and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this ~~Warrant~~ Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 7(k) shall affect or limit any right to serve process in any other manner permitted by law. The ~~Issuer~~ Company and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this ~~Warrant~~ Agreement or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 1 contract

Samples: Registration Rights Agreement (Gulfstream International Group Inc)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and ~~agrees~~ agree that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 11 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Warrant or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 1 contract

Samples: Warrant Agreement (Fushi Copperweld, Inc.)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 15 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Warrant or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by juryTHE PARTIES HEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURY.

Appears in 1 contract

Samples: Warrant Agreement (SP Holding CORP)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of ~~New York~~Delaware, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in ~~New York County, New York~~Delaware, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that ~~New York~~ Delaware is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of ~~New York~~Delaware. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by ~~mailing~~ sending by electronic mail a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 11 shall affect or limit any right to serve process in any other manner permitted by law. ~~The Issuer and the Holder hereby agree that the prevailing party in any suit~~THE ISSUER AND THE HOLDER HEREBX XXXXE THAT THE PREVAILING PARTY IN ANY SUIT, ~~action or proceeding arising out of or relating to this Warrant or the Purchase Agreement~~ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT OR THE PURCHASE AGREEMENT, ~~shall be entitled to reimbursement for reasonable legal fees from the non~~SHALL BE ENTITLED TO REIMBURSEMENT FOR REASONABLE LEGAL FEES FROM THE NON-~~prevailing party~~PREVAILING PARTY. ~~The parties hereby waive all rights to a trial by jury~~THE PARTIES HEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURY.

Appears in 1 contract

Samples: Share Purchase Agreement (TurnOnGreen, Inc.)

Governing Law; Jurisdiction. This ~~Warrant~~ Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This ~~Warrant~~ Agreement shall not be interpreted or construed with any presumption against the party causing this ~~Warrant~~ Agreement to be drafted. The ~~Issuer~~ Company and the ~~Holder~~ Holders agree that venue for any dispute arising under this ~~Warrant~~ Agreement will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The ~~Issuer~~ Company and the ~~Holder~~ Holders irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The ~~Issuer~~ Company and the ~~Holder~~ Holders consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this ~~Warrant~~ Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 7(k) shall affect or limit any right to serve process in any other manner permitted by law. The ~~Issuer~~ Company and the ~~Holder~~ Holders hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this ~~Warrant~~ Agreement or the ~~Purchase Agreement~~Warrant, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 1 contract

Samples: Registration Rights Agreement (Moventis Capital, Inc.)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of ~~New York~~Delaware, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in ~~New York County, New York~~the State of Delaware, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that ~~New York~~ Delaware is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of ~~New York~~Delaware. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 9 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Warrant or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 1 contract

Samples: Warrant Agreement (SpectrumDNA, Inc.)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of ~~New York~~Delaware, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in ~~New York County, New York~~the State of Delaware, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that ~~New York~~ Delaware is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the ~~state~~ State of ~~New York~~Delaware. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 13 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Warrant or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby unconditionally and irrevocably waive all rights to a trial by ~~jury~~jury in any suit, action or proceeding arising out of or relating to this Warrant or the transactions contemplated hereby.

Appears in 1 contract

Samples: Warrant Agreement (Bioforce Nanosciences Holdings, Inc.)

Governing Law; Jurisdiction. This ~~Warrant~~ Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This ~~Warrant~~ Agreement shall not be interpreted or construed with any presumption against the party causing this ~~Warrant~~ Agreement to be drafted. The ~~Issuer~~ Company and the ~~Holder~~ Holders agree that venue for any dispute arising under this ~~Warrant~~ Agreement will lie exclusively in the state or federal courts located in New ~~York County~~York, ~~New York~~NY, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New ~~York~~ York, NY is not the proper venue. The ~~Issuer~~ Company and the ~~Holder~~ Holders irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The ~~Issuer~~ Company and the ~~Holder~~ Holders consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this ~~Warrant~~ Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 7(j) shall affect or limit any right to serve process in any other manner permitted by law. The ~~Issuer~~ Company and the ~~Holder~~ Holders hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this ~~Warrant~~ Agreement or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 1 contract

Samples: Registration Rights Agreement (Redwood Scientific Technologies, Inc.)

Governing Law; Jurisdiction. This ~~Warrant~~ Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles ~~which~~ that would result in the general application of the substantive law of another jurisdiction. This ~~Warrant~~ Agreement shall not be interpreted or construed with any presumption against the party causing this ~~Warrant~~ Agreement to be drafted. The ~~Issuer~~ Company and the ~~Holder~~ Holders agree that venue for any dispute arising under this ~~Warrant~~ Agreement will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The ~~Issuer~~ Company and the ~~Holder~~ Holders irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The ~~Issuer~~ Company and the ~~Holder~~ Holders consent to process being served in any such suit, action or proceeding by ~~mailing~~ delivering a copy thereof to such party at the address in effect for notices to it under this ~~Warrant~~ Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 7(j) shall affect or limit any right to serve process in any other manner permitted by law. The ~~Issuer~~ Company and the ~~Holder~~ Holders hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this ~~Warrant~~ Agreement or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 1 contract

Samples: Registration Rights Agreement (Long-E International, Inc.)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of ~~New York~~Delaware, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise ~~forum non conveniens~~ FORUM NON CONVENIENS or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this ~~Section 12~~ SECTION 11 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Warrant or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 1 contract

Samples: Warrant Agreement (Marketing Worldwide Corp)

Governing Law; Jurisdiction. This ~~Warrant~~ Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This ~~Warrant~~ Agreement shall not be interpreted or construed with any presumption against the party causing this ~~Warrant~~ Agreement to be drafted. The ~~Issuer~~ Company and the ~~Holder~~ Holders agree that venue for any dispute arising under this ~~Warrant~~ Agreement will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The ~~Issuer~~ Company and the ~~Holder~~ Holders irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The ~~Issuer~~ Company and the ~~Holder~~ Holders consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this ~~Warrant~~ Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 8(k) shall affect or limit any right to serve process in any other manner permitted by law. The ~~Issuer~~ Company and the ~~Holder~~ Holders hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this ~~Warrant~~ Agreement or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 1 contract

Samples: Registration Rights Agreement (Southern Sauce Company, Inc.)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and ~~agrees~~ agree that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 10 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Warrant or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 1 contract

Samples: Warrant Agreement (Frezer, Inc.)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this ~~Warrant or the Purchase Agreement~~Warrant, shall be entitled to reimbursement for reasonable legal fees and other costs of such proceeding from the non-prevailing party. ~~The parties hereby waive all rights to a trial by jury.~~THE PARTIES HEREBY WAIVE ALL

Appears in 1 contract

Samples: Warrant Agreement (American Apparel, Inc)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of ~~New York~~Delaware, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New ~~York County~~York, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that ~~New York~~ California is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the ~~state~~ State of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Warrant or the Purchase ~~Agreement~~Agreements, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 1 contract

Samples: Warrant Agreement (Avicena Group, Inc.)

Governing Law; Jurisdiction. This ~~Warrant shall~~ Agreement will be deemed to be made in and in all respects will be interpreted, construed and governed by and ~~construed~~ in accordance with the ~~internal laws~~ law of the State of ~~New York,~~ Delaware without ~~giving effect~~ regard to any applicable principles of ~~the~~ conflicts of ~~law principles which would result in the application of the substantive law of another jurisdiction~~law. This ~~Warrant~~ Agreement shall not be interpreted or construed with any presumption against the party causing this ~~Warrant~~ Agreement to be drafted. ~~The Issuer~~ RDI and ~~the Holder~~ BMSI agree that venue for any dispute arising under this ~~Warrant~~ Agreement will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. ~~The Issuer~~ RDI and ~~the Holder~~ BMSI irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. ~~The Issuer~~ RDI and ~~the Holder~~ BMSI consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this ~~Warrant~~ Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 9.08 shall affect or limit any right to serve process in any other manner permitted by law. ~~The Issuer~~ RDI and ~~the Holder~~ BMSI hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this ~~Warrant~~ Agreement or the ~~Purchase Agreement~~other Transaction Documents, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 1 contract

Samples: Share Exchange Agreement (Remote Dynamics Inc)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The ~~Issuer~~ Company and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The ~~Issuer~~ Company and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The ~~Issuer~~ Company and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 10 shall affect or limit any right to serve process in any other manner permitted by law. The ~~Issuer~~ Company and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Warrant or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 1 contract

Samples: Warrant Agreement (Gulfstream International Group Inc)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The ~~Issuer~~ Company and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The ~~Issuer~~ Company and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The ~~Issuer~~ Company and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 shall affect or limit any right to serve process in any other manner permitted by law. The ~~Issuer~~ Company and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Warrant or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 1 contract

Samples: Warrant Agreement (Empire Financial Holding Co)

Governing Law; Jurisdiction. This ~~Warrant~~ Agreement shall be governed by and construed in accordance with the internal laws of the State of ~~New York~~Nevada, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This ~~Warrant~~ Agreement shall not be interpreted or construed with any presumption against the party causing this ~~Warrant~~ Agreement to be drafted. The ~~Issuer~~ Company and the ~~Holder~~ Holders agree that venue for any dispute arising under this ~~Warrant~~ Agreement will lie exclusively in the state or federal courts located in ~~New York~~ Cxxxx County, ~~New York~~Nevada, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that ~~New York~~ Nevada is not the proper venue. The ~~Issuer~~ Company and the ~~Holder~~ Holders irrevocably consent to personal jurisdiction in the state and federal courts of the state of ~~New York~~Nevada. The ~~Issuer~~ Company and the ~~Holder~~ Holders consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this ~~Warrant~~ Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 7(k) shall affect or limit any right to serve process in any other manner permitted by law. The ~~Issuer~~ Company and the ~~Holder~~ Holders hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this ~~Warrant~~ Agreement or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 1 contract

Samples: Registration Rights Agreement (eWELLNESS HEALTHCARE Corp)

Governing Law; Jurisdiction. This ~~Warrant~~ Agreement shall be governed --------------------------- by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This ~~Warrant~~ Agreement shall not be interpreted or construed with any presumption against the party causing this ~~Warrant~~ Agreement to be drafted. The ~~Issuer~~ Company and the ~~Holder~~ Holders agree that venue for any dispute arising under this ~~Warrant~~ Agreement will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The ~~Issuer~~ Company and the ~~Holder~~ Holders irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The ~~Issuer~~ Company and the ~~Holder~~ Holders consent to process being served in any such suit, action or proceeding by ~~mailing~~ delivering a copy thereof to such party at the address in effect for notices to it under this ~~Warrant~~ Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 7(k) shall affect or limit any right to serve process in any other manner permitted by law. The ~~Issuer~~ Company and the ~~Holder~~ Holders hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this ~~Warrant~~ Agreement or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Charys Holding Co Inc)

Governing Law; Jurisdiction. This ~~Warrant~~ Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This ~~Warrant~~ Agreement shall not be interpreted or construed with any presumption against the ~~party~~ Party causing this ~~Warrant~~ Agreement to be drafted. The ~~Issuer~~ Company and the ~~Holder~~ Purchasers agree that venue for any dispute arising under this ~~Warrant~~ Agreement will lie exclusively in the state or federal courts located in New York County, New York, and the ~~parties~~ Parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The ~~Issuer~~ Company and the ~~Holder~~ Purchasers irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The ~~Issuer~~ Company and the ~~Holder~~ Purchasers consent to process being served in any such suit, action or proceeding by ~~mailing~~ delivering a copy thereof to such ~~party~~ Party at the address in effect for notices to it under this ~~Warrant~~ Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 2(f) shall affect or limit any right to serve process in any other manner permitted by law. The ~~Issuer~~ Company and the ~~Holder~~ Purchasers hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this ~~Warrant~~ Agreement or the Stock Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The ~~parties~~ Parties hereby waive all rights to a trial by jury.

Appears in 1 contract

Samples: Reformation Agreement (BPO Management Services)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in ~~New York~~ Middlesex County, ~~New York,~~ Massachusetts and the parties irrevocably waive any right to raise forum non conveniens or any other argument that ~~New York~~ Massachusetts is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of ~~New York~~Massachusetts. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Warrant or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 1 contract

Samples: Warrant Agreement (StatSure Diagnostic Systems, Inc.)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and ~~agrees~~ agree that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 11 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Warrant or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 1 contract

Samples: Warrant Agreement (Eco Building International Inc)

Governing Law; Jurisdiction. This ~~Warrant~~ Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This ~~Warrant~~ Agreement shall not be interpreted or construed with any presumption against the party causing this ~~Warrant~~ Agreement to be drafted. The ~~Issuer and the Holder~~ parties agree that venue for any dispute arising under this ~~Warrant~~ Agreement will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The ~~Issuer and the Holder~~ parties irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The ~~Issuer~~ Company and ~~the Holder~~ each Purchaser consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this ~~Warrant~~ Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 7(j) shall affect or limit any right to serve process in any other manner permitted by law. The ~~Issuer~~ Company and the ~~Holder~~ Purchasers hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to the Registrable Securities, this ~~Warrant~~ Agreement, the Warrants or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party~~. The parties hereby waive all rights to a trial by jury~~.

Appears in 1 contract

Samples: Registration Rights Agreement (Delcath Systems Inc)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in ~~New York County,~~ New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Warrant or the Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The parties hereby waive all rights to a trial by jury.

Appears in 1 contract

Samples: Warrant Agreement (Cyclone Power Technologies Inc)

Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Warrant shall not be interpreted or construed with any presumption against the party causing this Warrant to be drafted. The Issuer and the Holder agree that venue for any dispute arising under this Warrant will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is not the proper venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York. The Issuer and the Holder consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 12 shall affect or limit any right to serve process in any other manner permitted by law. The Issuer and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this ~~Warrant or the Purchase Agreement~~Warrant, shall be entitled to reimbursement for reasonable legal fees and other costs of such proceeding from the non-prevailing party. ~~The parties hereby waive all rights to a trial by jury~~THE PARTIES HEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURY.

Appears in 1 contract

Samples: Credit Agreement (American Apparel, Inc)

Common use of Governing Law; Jurisdiction Clause in Contracts