Common use of Governing Law Miscellaneous Clause in Contracts

Governing Law Miscellaneous. a. This Agreement and all agreements entered into in connection herewith shall be governed by and interpreted in accordance with the laws of the State of California for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Any litigation based thereon, or arising out of, under, or in connection with, this agreement or any course of conduct, course of dealing, statements (whether oral or written) or actions of the Company or Buyer shall be brought and maintained exclusively in the state or Federal courts of the State of California, sitting in the City of Los Angeles. The Company hereby expressly and irrevocably submits to the jurisdiction of the state and federal Courts of the State of California for the purpose of any such litigation as set forth above and irrevocably agrees to be bound by any final judgment rendered thereby in connection with such litigation. The Company further irrevocably consents to the service of process by registered mail, postage prepaid, or by personal service within or without the State of California. The Company hereby expressly and irrevocably waives, to the fullest extent permitted by law, any objection which it may have or hereafter may have to the laying of venue of any such litigation brought in any such court referred to above and any claim that any such litigation has been brought in any inconvenient forum. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the related agreements entered into in connection herewith. b. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. c. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. d. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. e. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. f. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. g. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof. h. Except as otherwise set forth herein, all costs and expenses, including reasonable attorneys' fees, incurred by the Buyer in the enforcement of this Agreement or any agreements related thereto, shall be paid by the Company upon demand.

Governing Law Miscellaneous. a. This Agreement and all agreements entered into in connection herewith Release shall be governed by and interpreted in accordance with the laws of the State of California for contracts California, without regard to be wholly performed in such state and without giving effect to the its principles thereof regarding the of conflict of laws. Any litigation based thereon, or arising out of, under, or in connection with, this agreement or any course of conduct, course of dealing, statements (whether oral or written) or actions Each of the Company Parties consents to the jurisdiction of the federal courts of California or Buyer shall be brought and maintained exclusively in the state or Federal courts of the State of California, sitting in the City of Los Angeles. The Company hereby expressly and irrevocably submits to the jurisdiction of the state and federal Courts of the State of California for the purpose of any such litigation as set forth above and irrevocably agrees to be bound by any final judgment rendered thereby in connection with such litigation. The Company further irrevocably consents to any dispute arising under this Release or any of the service of process by registered mailtransactions contemplated hereby, postage prepaid, or by personal service within or without the State of California. The Company and hereby expressly and irrevocably waives, to the fullest maximum extent permitted by law, any objection which it may have or hereafter may have objection, including any objections based on forum non conveniens, to the laying of venue bringing of any such litigation brought proceeding in any such court referred to above and any claim that any such litigation has been brought in any inconvenient forumjurisdictions. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the related agreements entered into in connection herewith. b. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. c. This Agreement Release may be signed in one or more counterparts, each of which shall be deemed an original. d. . The headings of this Agreement Release are for convenience of reference only and shall not form part of, or affect the interpretation ofof this Release. This Release has been entered into freely by each of the Parties, this Agreement. e. following consultation with their respective counsel, and shall be interpreted fairly in accordance with its respective terms, without any construction in favor of or against either Party. If any provision of this Agreement Release shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement Release or the validity or enforceability unenforceability of this Agreement Release in any other jurisdiction. f. . This Agreement Release shall inure to the benefit of, and be binding upon the successors and assigns of each of the Parties hereto. The Parties acknowledge that Stanford is relying on this Release in making its decision to invest in the Company and is therefore a third-party beneficiary of this Release. This Release may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. g. and Stanford. This Agreement Release supersedes all prior agreements and understandings among the parties Parties hereto with respect to the subject matter hereof. This Release constitutes the entire agreement among the Parties with respect to the subject matters hereof, and supersedes all prior agreements and understandings, whether written or oral, among the Parties with respect to such subject matters. h. Except as otherwise set forth herein, all costs and expenses, including reasonable attorneys' fees, incurred by the Buyer in the enforcement of this Agreement or any agreements related thereto, shall be paid by the Company upon demand.

Governing Law Miscellaneous. a. This Agreement and all agreements entered into in connection herewith shall be governed by and interpreted in accordance with the laws of the State of California for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Any litigation based thereon, or arising out of, under, or in connection with, this agreement or any course of conduct, course of dealing, statements (whether oral or written) or actions of the Company or Buyer shall be brought and maintained exclusively in the state or Federal courts of the State of California, sitting in the City of Los Angeles. The Company hereby expressly and irrevocably submits to the jurisdiction of the state and federal Courts of the State of California for the purpose of any such litigation as set forth above and irrevocably agrees to be bound by any final judgment rendered thereby in connection with such litigation. The Company further irrevocably consents to the service of process by registered mail, postage prepaid, or by personal service within or without the State of California. The Company hereby expressly and irrevocably waives, to the fullest extent permitted by law, any objection which it may have or hereafter may have to the laying of venue of any such litigation brought in any such court referred to above and any claim that any such litigation has been brought in any inconvenient forum. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the related agreements entered into in connection herewith. b. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. c. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. d. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. e. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. f. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. g. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof. h. Except as otherwise set forth hereinIn the event of any action for breach of or to enforce or declare rights under any provision of this Agreement, all costs and expenses, including the prevailing party shall be entitled to reasonable attorneys' feesfees and costs, incurred by the Buyer in the enforcement of this Agreement or any agreements related thereto, shall to be paid by the Company upon demandlosing party.

Governing Law Miscellaneous. a. This Agreement and all agreements entered into in connection herewith shall be governed by and interpreted in accordance with the laws of the State of California for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Any litigation based thereon, or arising out of, under, or in connection with, this agreement or any course of conduct, course of dealing, statements (whether oral or written) or actions of the Company or Buyer shall be brought and maintained exclusively in the state or Federal courts of the State of California, sitting in the City of Los Angeles. The Company hereby expressly and irrevocably submits to the jurisdiction of the state and federal Courts of the State of California for the purpose of any such litigation as set forth above and irrevocably agrees to be bound by any final judgment rendered thereby in connection with such litigation. The Company further irrevocably consents to the service of process by registered mail, postage prepaid, or by personal service within or without the State of California. The Company hereby expressly and irrevocably waives, to the fullest extent permitted by law, any objection which it may have or hereafter may have to the laying of venue of any such litigation brought in any such court referred to above and any claim that any such litigation has been brought in any inconvenient forum. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the related agreements entered into in connection herewith. b. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. c. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. d. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. e. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. f. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. g. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof. h. Except as otherwise set forth herein, all costs and expenses, including reasonable attorneys' fees, incurred by the Buyer in the enforcement of this Agreement or any agreements related thereto, shall be paid by the Company upon demand.

Governing Law Miscellaneous. a. (a) This Agreement and all agreements entered into in connection herewith shall be governed by and interpreted in accordance with the laws of the State of California for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Any litigation based thereon, or arising out of, under, or in connection with, this agreement Agreement or any course of conduct, course of dealing, statements (whether oral or written) or actions of the Company or the Buyer shall be brought and maintained exclusively in the state or Federal courts of the State of California, sitting in the City of Los Angeles. The Company Each Party hereby expressly and irrevocably submits to the jurisdiction of the state and federal Courts of the State of California for the purpose of any such litigation as set forth above and irrevocably agrees to be bound by any final judgment rendered thereby in connection with such litigation. The Company Each Party further irrevocably consents to the service of process by registered mail, postage prepaid, or by personal service within or without the State of California. The Company Each Party hereby expressly and irrevocably waives, to the fullest extent permitted by law, any objection which it may have or hereafter may have to the laying of venue of any such litigation brought in any such court referred to above and any claim that any such litigation has been brought in any inconvenient forum. To the extent that the Company either Party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself or its property, the Company such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the related agreements entered into in connection herewith. Each party hereby irrevocably waives, if and to the full extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of relating to this Agreement. b. (b) A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. c. (c) This Agreement may be signed in one two or more counterparts, each of which shall be deemed an original. d. (d) The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. e. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. f. (e) This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. g. (f) This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof. h. (g) Except as otherwise set forth herein, all costs and expenses, including reasonable attorneys' fees, incurred by the Buyer prevailing party in the enforcement of this Agreement or any agreements related thereto, shall be paid by the Company either party upon demand.

Governing Law Miscellaneous. a. 16.1 This Agreement and all agreements entered into in connection herewith shall be governed by and interpreted in accordance with the laws of the State of California for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Any litigation based thereon, or arising out of, under, or in connection with, this agreement Agreement or any course of conduct, course of dealing, statements (whether oral or written) or actions of the Company or Buyer the Investor shall be brought and maintained exclusively in the state or Federal courts of the State of California, sitting in the City of Los Angeles. The Company Each Party hereby expressly and irrevocably submits to the jurisdiction of the state and federal Courts of the State of California for the purpose of any such litigation as set forth above and irrevocably agrees to be bound by any final judgment rendered thereby in connection with such litigation. The Company Each Party further irrevocably consents to the service of process by registered mail, postage prepaid, or by personal service within or without the State of California. The Company Each Party hereby expressly and irrevocably waives, to the fullest extent permitted by law, any objection which it may have or hereafter may have to the laying of venue of any such litigation brought in any such court referred to above and any claim that any such litigation has been brought in any inconvenient forum. To the extent that the Company either Party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself or its property, the Company such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the related agreements entered into in connection herewith. Each party hereby irrevocably waives, if and to the full extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of relating to this Agreement. b. 16.2 A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. c. 16.3 This Agreement may be signed in one two or more counterparts, each of which shall be deemed an original. d. 16.4 The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. e. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. f. 16.5 This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. g. 16.6 This Agreement supersedes and the Transaction Documents supersede all prior agreements and understandings among the parties hereto with respect to the subject matter hereof. h. 16.7 Except as otherwise set forth herein, all costs and expenses, including reasonable attorneys' ’ fees, incurred by the Buyer prevailing party in the enforcement of this Agreement or any agreements related thereto, shall be paid by the Company either party upon demand. 16.8 Time is of the essence as to the performance of each and every obligation of the Company and the Investor pursuant to this Agreement.