Common use of Governing Law; Service of Process Clause in Contracts

Governing Law; Service of Process. (a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, United States, without regard to conflict of law principles. Any dispute with respect to the interpretation of this Agreement or the rights and obligations of the parties shall exclusively be brought in a proceeding in the United States District Court for the Southern District of New York, or if such court does not have subject matter jurisdiction then in the Supreme Court of the State of New York, County of New York. Each of the parties accepts and consents for itself and its property, generally and unconditionally to the exclusive jurisdiction of such courts and waives the right to object to the jurisdiction or venue of either of such courts and waives the right to claim that such courts are inconvenient forums. Each of the parties specifically states that this Agreement and any disputes as to their meaning or the rights and obligations of the parties shall not be subject to arbitration. (b) Each of the parties hereby irrevocably designates, appoints and empowers the party or entity set forth in Exhibit A ( the “Agent”) hereto under its name (who must have regular and principal offices in New York, New York, United States) as its agent and designee to receive, accept and acknowledge for and on its behalf , and in respect to its property, service of any and all legal process, summons, notices and documents which may be served in any action or proceeding. If for any reason such Agent shall cease to be available to act as such, each party agrees to immediately designate a new Agent on the same terms as set forth herein. Each of the parties further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies by Federal Express or like courier to the address of the party as set forth in this Agreement. Notwithstanding the foregoing (i) service of any such process on the Agent of a party shall be deemed effective service on the party who designated and appointed such Agent; and (ii) nothing herein shall be deemed to constitute a general consent to the service of process or the in personam jurisdiction of the courts of the State of New York for legal actions or proceedings not related to this Agreement or the transactions contemplated by this Agreement.

Governing Law; Service of Process. CONSENT TO JURISDICTION; NO JURY TRIAL. (a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, United States, without regard to conflict of law principles. Any dispute with respect to the interpretation of this Agreement or the rights and obligations THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED WITHIN THE STATE. (b) Each of the parties shall exclusively be brought in a proceeding in hereto agrees to submit to the jurisdiction of the United States District Court for the Southern District of New York, or if such court does not have subject matter jurisdiction then York and in the Supreme Court of the any State of New York, County of New York. Each of the parties accepts and consents for itself and its property, generally and unconditionally to the exclusive jurisdiction of such courts and waives the right to object to the jurisdiction or venue of either of such courts and waives the right to claim that such courts are inconvenient forums. Each of the parties specifically states that this Agreement and any disputes as to their meaning or the rights and obligations of the parties shall not be subject to arbitration. (b) Each of the parties hereby irrevocably designates, appoints and empowers the party or entity set forth in Exhibit A ( the “Agent”) hereto under its name (who must have regular and principal offices York court located in New York, New York, United States) as its agent and designee to receive, accept and acknowledge York for and on its behalf , and in respect to its property, service purposes of any and all legal processproceedings arising out of, summonsor in connection with, notices and documents which may be served in any action or proceeding. If for any reason such Agent shall cease to be available to act as such, each party agrees to immediately designate a new Agent on the same terms as set forth herein. Each of the parties further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies by Federal Express or like courier to the address of the party as set forth in this Agreement. Notwithstanding the foregoing (i) service of any such process on the Agent of a party shall be deemed effective service on the party who designated and appointed such Agent; and (ii) nothing herein shall be deemed to constitute a general consent to the service of process or the in personam jurisdiction of the courts of the State of New York for legal actions or proceedings not related to this Agreement or the transactions contemplated by this Agreementhereby, and irrevocably waives any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. (c) BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS AGREEMENT.

Governing Law; Service of Process. ALL ISSUES AND QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW RULES OR PROVISIONS (aWHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) This Agreement THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN THOUGH UNDER THAT JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION MAY ORDINARILY APPLY. It is the intention of the parties hereto, however, that the situs of the Escrow Fund created hereunder is and shall be governed by and construed administered in accordance with the internal laws state in which the principal office of the State Escrow Agent from time to time acting hereunder is located. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement may be brought against any of the parties in the courts of New York, United States, without regard to conflict of law principles. Any dispute with respect to the interpretation of this Agreement or the rights and obligations each of the parties shall exclusively be brought in a proceeding in the United States District Court for the Southern District of New York, or if such court does not have subject matter jurisdiction then in the Supreme Court of the State of New York, County of New York. Each of the parties accepts and hereto irrevocably consents for itself and its property, generally and unconditionally to the exclusive jurisdiction of such courts (and waives the right to object to the jurisdiction or venue of either of such courts and waives the right to claim that such courts are inconvenient forums. Each of the parties specifically states that this Agreement and any disputes as to their meaning or the rights and obligations of the parties shall not be subject to arbitration. (bappropriate appellate courts) Each of the parties hereby irrevocably designates, appoints and empowers the party or entity set forth in Exhibit A ( the “Agent”) hereto under its name (who must have regular and principal offices in New York, New York, United States) as its agent and designee to receive, accept and acknowledge for and on its behalf , and in respect to its property, service of any and all legal process, summons, notices and documents which may be served in any action or proceeding. If for any reason such Agent shall cease to be available to act as such, each party agrees to immediately designate a new Agent on the same terms as set forth herein. Each of the parties further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world. Each party hereby accepts service of process by the mailing of copies by Federal Express or like courier U.S. Mail, postage prepaid to the address of the party as applicable addresses set forth in this Agreement. Notwithstanding the foregoing (i) service of any such process on the Agent of a party shall be deemed effective service on the party who designated and appointed such Agent; and (ii) nothing herein shall be deemed to constitute a general consent to the service of process or the in personam jurisdiction of the courts of the State of New York for legal actions or proceedings not related to this Agreement or the transactions contemplated by this AgreementSection 8.

Governing Law; Service of Process. (a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of New YorkYork applicable to agreements made in such state, United States, without regard to conflict excluding any conflicts of law principleslaws provisions thereof that would result in the application of the laws of any other jurisdiction. Any dispute with respect to the interpretation legal suit, action or proceeding arising out of or based upon this Agreement or the rights and obligations of the parties shall exclusively transactions contemplated hereby may be brought in a proceeding instituted in the United States District Court for the Southern District of New York, or if such court does not have subject matter jurisdiction then in the Supreme Court of the State of New York, County of New York. Each of the parties accepts and consents for itself and its property, generally and unconditionally to the exclusive jurisdiction of such courts and waives the right to object to the jurisdiction York or venue of either of such courts and waives the right to claim that such courts are inconvenient forums. Each of the parties specifically states that this Agreement and any disputes as to their meaning or the rights and obligations of the parties shall not be subject to arbitration. (b) Each of the parties hereby irrevocably designates, appoints and empowers the party or entity set forth in Exhibit A ( the “Agent”) hereto under its name (who must have regular and principal offices in New York, New York, United States) as its agent and designee to receive, accept and acknowledge for and on its behalf , and in respect to its property, service of any and all legal process, summons, notices and documents which may be served in any action or proceeding. If for any reason such Agent shall cease to be available to act as such, each party agrees to immediately designate a new Agent on the same terms as set forth herein. Each of the parties further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies by Federal Express or like courier to the address of the party as set forth in this Agreement. Notwithstanding the foregoing (i) service of any such process on the Agent of a party shall be deemed effective service on the party who designated and appointed such Agent; and (ii) nothing herein shall be deemed to constitute a general consent to the service of process or the in personam jurisdiction of the courts of the State of New York in each case located in the Borough of Manhattan in the City of New York (the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court, as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company and the Selling Shareholder each irrevocably appoints Xxxxxx & Xxxxxx LLP, which currently maintains a New York City office at Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its agent (the “Authorized Agent”) to receive service of process or other legal actions summons for purposes of any such suit, action or proceedings not related proceeding that may be instituted in any Specified Court. The Company and the Selling Shareholder represent and warrant that the Authorized Agent has agreed to this Agreement or act as such agent for service of process and agrees to take any and all action, including the transactions contemplated by this Agreementfiling of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent, and, in the case of the Company, upon the Company’s registered office in Bermuda, and written notice of such service to the Company and the Selling Shareholder shall be deemed, in every respect, effective service of process upon the Company and the Selling Shareholder.

Governing Law; Service of Process. (a) This Agreement and any Legal Proceedings (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the actions of Parent,[ the Beneficial Owner,] the Stockholder, Merger Sub, Merger Sub II or the Company in the negotiation, administration, performance and enforcement thereof, shall be governed by and construed in accordance with the internal laws of the State of New York, United StatesDelaware, without regard giving effect to any choice or conflict of law principles. Any dispute with respect to the interpretation of this Agreement provision or the rights and obligations of the parties shall exclusively be brought in a proceeding in the United States District Court for the Southern District of New York, or if such court does not have subject matter jurisdiction then in the Supreme Court rule (whether of the State of New York, County Delaware or any other jurisdiction) that would cause the application of New Yorkthe laws of any jurisdiction other than the State of Delaware. Each of the parties accepts hereto irrevocably agrees that any Legal Proceeding with respect to this Agreement and consents the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by another party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery in New Castle County and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally unconditionally, to the exclusive personal jurisdiction of such the aforesaid courts and waives agrees that it will not bring any action relating to this Agreement or any of the right to object to transactions in any court other than the jurisdiction or venue of either of such courts and waives the right to claim that such courts are inconvenient forumsaforesaid courts. Each of the parties specifically states hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable Law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement and any disputes as to their meaning Agreement, or the rights subject matter hereof, may not be enforced in or by such courts. The parties hereto further agree that any final and obligations nonappealable judgment against any of them in any action, suit or proceeding described in this Section 14(a) shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on judgment, a certified copy of which shall be conclusive evidence of the parties shall not be subject to arbitrationfact and amount of such judgment. (b) Each of the parties hereby irrevocably designates, appoints and empowers the party or entity set forth in Exhibit A ( the “Agent”) hereto under its name (who must have regular and principal offices in New York, New York, United States) as its agent and designee to receive, accept and acknowledge for and on its behalf , and in respect to its property, service of any and all legal process, summons, notices and documents which may be served in any action or proceeding. If for any reason such Agent shall cease to be available to act as such, each party agrees to immediately designate a new Agent on the same terms as set forth herein. Each of the parties further irrevocably consents to the service of process out of any outside the territorial jurisdiction of the aforementioned courts referred to in Section 14(a) in any such action or proceeding by the mailing of copies thereof by Federal Express registered or like courier certified United States mail, postage prepaid, return receipt requested, to the its address of the party as set forth in this Agreementspecified pursuant to Section 23. Notwithstanding However, the foregoing (i) shall not limit the right of a party to effect service of any such process on the Agent of a other party shall be deemed effective service on the party who designated and appointed such Agent; and (ii) nothing herein shall be deemed to constitute a general consent to the service of process or the in personam jurisdiction of the courts of the State of New York for legal actions or proceedings not related to this Agreement or the transactions contemplated by this Agreementany other legally available method.

Governing Law; Service of Process. (a) This Agreement, and any dispute arising out of, relating to, or in connection with this Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, United States, Delaware without regard giving effect to any choice or conflict of law principles. Any dispute with respect provision or rule (whether of the State of Delaware of any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware, except that the Arrangement and the provisions hereof which expressly relate to the interpretation Arrangement, the internal affairs of the Company or the OBCA (including the approval and effectiveness of the Arrangement and the exercise and adjudication of Dissent Rights) shall be construed, performed, governed and enforced in accordance with the Laws of the Province of Ontario. Subject to the last sentence of this Agreement or Section 10.4(a), the rights Parties hereby irrevocably and obligations unconditionally consent to and submit to the jurisdiction of the parties shall exclusively be brought in a proceeding in Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware lacks jurisdiction, the United States District Court for the Southern District of New York, Delaware or if such court does not have subject matter jurisdiction then in the Supreme Superior Court of the State of New YorkDelaware (Complex Commercial Division)) for any actions, County suits or proceedings arising out of New York. Each or relating to this Agreement or the matters contemplated herein (and agree not to commence any action, suit or proceeding relating thereto except in such courts) and further agree that service of any process, summons, notice or document by registered mail to the addresses of the parties accepts and consents Parties set forth in this Agreement shall be effective service of process for itself and its propertyany action, generally suit or proceeding brought against any Party in such courts. Subject to the last sentence of this Section 10.4(a), the Parties hereby irrevocably and unconditionally waive any objection to the exclusive jurisdiction laying of venue of any action, suit or proceeding arising out of this Agreement or the matters contemplated herein in the courts of the State of Delaware and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such courts court that any such action, suit or proceeding so brought has been brought in an inconvenient forum. Notwithstanding the foregoing, the Parties hereby irrevocably and waives the right unconditionally consent to object and submit to the jurisdiction of the Courts of the Province of Ontario situated in the City of Toronto for any actions, suits or proceedings expressly related to the Arrangement or to the provisions hereof which expressly relate to the Arrangement or the OBCA (including the approval and effectiveness of the Arrangement) and hereby (i) agree not to commence any action, suit or proceeding relating thereto except in such courts, (ii) irrevocably and unconditionally waive any objection to the laying of venue of either of such courts action, suit or proceeding in such courts, and waives the right (iii) further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such courts are action, suit or proceeding so brought has been brought in an inconvenient forums. Each of the parties specifically states that this Agreement and any disputes as to their meaning or the rights and obligations of the parties shall not be subject to arbitrationforum. (b) Each of the parties Party hereby irrevocably designates, appoints and empowers the party or entity set forth in Exhibit A ( the “Agent”) hereto under its name (who must have regular and principal offices in New York, New York, United States) as its agent and designee to receive, accept and acknowledge for and on its behalf , and in respect to its property, agrees that any service of any and all legal process, summons, notices and documents which may be served in any action notice or proceeding. If for any reason document by registered mail addressed to such Agent shall cease to be available to act as such, each party agrees to immediately designate a new Agent on the same terms as Person at its address set forth herein. Each of the parties further irrevocably consents to the in Section 10.1 shall be effective service of process out of for any of the aforementioned courts in any such suit, action or proceeding by the mailing relating to any dispute arising out of copies by Federal Express or like courier to the address of the party as set forth in this Agreement. Notwithstanding the foregoing (i) service of any such process on the Agent of a party shall be deemed effective service on the party who designated and appointed such Agent; and (ii) nothing herein shall be deemed to constitute a general consent to the service of process or the in personam jurisdiction of the courts of the State of New York for legal actions or proceedings not related to this Agreement or the transactions contemplated by this Agreement.

Governing Law; Service of Process. (a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, United States, without regard to conflict of law principles. Any dispute with respect to the interpretation of this Agreement or the rights and obligations of the parties shall exclusively be brought in a proceeding in the United States District Court for the Southern District of New York, or if such court does not have subject matter jurisdiction then in the Supreme Court of the State of New York, County of New York. Each of the parties accepts and consents for itself and its property, generally and unconditionally to the exclusive jurisdiction of such courts and waives the right to object to the jurisdiction or venue of either of such courts and waives the right to claim that such courts are inconvenient forums. Each of the parties specifically states that this Agreement and any disputes as to their meaning or the rights and obligations of the parties shall not be subject to arbitration. (b) Each of the parties hereby irrevocably designates, appoints and empowers the party or entity set forth in Exhibit A ( the “"Agent”") hereto under its name (who must have regular and principal offices in New York, New York, United States) as its agent and designee to receive, accept and acknowledge for and on its behalf , and in respect to its property, service of any and all legal process, summons, notices and documents which may be served in any action or proceeding. If for any reason such Agent shall cease to be available to act as such, each party agrees to immediately designate a new Agent on the same terms as set forth herein. Each of the parties further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies by Federal Express or like courier to the address of the party as set forth in this Agreement. Notwithstanding the foregoing (i) service of any such process on the Agent of a party shall be deemed effective service on the party who designated and appointed such Agent; and and (ii) nothing herein shall be deemed to constitute a general consent to the service of process or the in personam jurisdiction of the courts of the State of New York for legal actions or proceedings not related to this Agreement or the transactions contemplated by this Agreement.

Governing Law; Service of Process. ALL ISSUES AND QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW RULES OR PROVISIONS (aWHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) This Agreement THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN THOUGH UNDER THAT JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY. It is the intention of the parties hereto, however, that the situs of the Escrow Fund created hereunder is and shall be governed by and construed administered in accordance with the internal laws state in which the principal office of the State Escrow Agent from time to time acting hereunder is located. Any action or proceeding by or against the Escrow Agent seeking to enforce any provision of, or based on any right arising out of, this Agreement may be brought against any of the parties in the courts of New York, United States, without regard to conflict of law principles. Any dispute with respect to the interpretation of this Agreement or the rights and obligations each of the parties shall exclusively be brought in a proceeding in the United States District Court for the Southern District of New York, or if such court does not have subject matter jurisdiction then in the Supreme Court of the State of New York, County of New York. Each of the parties accepts and Parties irrevocably consents for itself and its property, generally and unconditionally to the exclusive jurisdiction of such courts (and waives the right to object to the jurisdiction or venue of either of such courts and waives the right to claim that such courts are inconvenient forums. Each of the parties specifically states that this Agreement and any disputes as to their meaning or the rights and obligations of the parties shall not be subject to arbitration. (bappropriate appellate courts) Each of the parties hereby irrevocably designates, appoints and empowers the party or entity set forth in Exhibit A ( the “Agent”) hereto under its name (who must have regular and principal offices in New York, New York, United States) as its agent and designee to receive, accept and acknowledge for and on its behalf , and in respect to its property, service of any and all legal process, summons, notices and documents which may be served in any action or proceeding. If for any reason such Agent shall cease to be available to act as such, each party agrees to immediately designate a new Agent on the same terms as set forth herein. Each of the parties further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by and waives any objection to venue laid therein. Process in any action or proceeding referred to in the mailing of copies by Federal Express or like courier preceding sentence may be served on any party anywhere in the world. Nothing in this Agreement shall be construed as authorizing a court proceeding with respect to the address any matter that is required to be submitted to arbitration pursuant to Section 9.7 of the party as set forth in this Agreement. Notwithstanding the foregoing (i) service of any such process on the Agent of a party shall be deemed effective service on the party who designated and appointed such Agent; and (ii) nothing herein shall be deemed to constitute a general consent to the service of process or the in personam jurisdiction of the courts of the State of New York for legal actions or proceedings not related to this Agreement or the transactions contemplated by this Purchase Agreement.