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

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 Laws of the Province of Ontario without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario of any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the Province of Ontario, except that the provisions hereof which expressly relate to the DGCL (including the approval and effectiveness of the Merger) shall be construed, performed, governed and enforced in accordance with the DGCL. The Parties hereby irrevocably and unconditionally consent to and submit to the courts of the Province of Ontario for any actions, suits or proceedings arising out of 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 set forth in this Agreement shall be effective service of process for any action, suit or proceeding brought against any Party in such court. The Parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the matters contemplated herein in the courts of the Province of Ontario and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding so brought has been brought in an inconvenient forum.

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 AgreementTHAT 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 administered in the state in which the principal office of the Escrow Agent from time to time acting hereunder is located. Any action or proceeding seeking to enforce any dispute provision of, or based on any right arising out of, relating to, or in connection with this Agreement shall may be governed by and construed in accordance with the Laws of the Province of Ontario without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario of any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the Province of Ontario, except that the provisions hereof which expressly relate to the DGCL (including the approval and effectiveness of the Merger) shall be construed, performed, governed and enforced in accordance with the DGCL. The Parties hereby irrevocably and unconditionally consent to and submit to the courts of the Province of Ontario for any actions, suits or proceedings arising out of 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 set forth in this Agreement shall be effective service of process for any action, suit or proceeding brought against any Party in such court. The Parties hereby irrevocably and unconditionally waive any objection to of the laying of venue of any action, suit or proceeding arising out of this Agreement or the matters contemplated herein parties in the courts of New York, and each of the Province parties hereto irrevocably consents to the exclusive jurisdiction of Ontario such courts (and hereby further irrevocably and unconditionally waive and agree not to plead or claim of the appropriate appellate courts) in any such court that any such action, suit action or proceeding so brought has been brought and waives any objection to venue laid therein. Process in an inconvenient forumany 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 U.S. Mail, postage prepaid to the applicable addresses set forth in Section 8.

Governing Law; Service of Process. (a) This AgreementAgreement shall be governed by, and construed in accordance with, the laws of the State of New York. Borrowers and Operating Lessee hereby irrevocably designate and appoint Corporation Service Company, 1180 Avenue of the Americas, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent to accept and acknowledge on Borrowers’ and Operating Lessee’s behalf service of any dispute arising out ofand all process that may be served in any suit, relating toaction, or proceeding instituted in connection with this Agreement Loan in any state or federal court sitting in the State of New York. If such agent shall cease so to act, Borrowers and Operating Lessee shall irrevocably designate and appoint without delay another such agent in the State of New York satisfactory to Administrative Agent and shall promptly deliver to Administrative Agent evidence in writing of such agent’s acceptance of such appointment and its agreement that such appointment shall be governed by irrevocable. Each of each Borrower and construed Operating Lessee hereby consents to process being served in accordance any suit, action, or proceeding instituted in connection with the Laws Loan by (a) the mailing of a copy thereof by certified mail, postage prepaid, return receipt requested, to such Borrower and Operating Lessee and (b) serving a copy thereof upon the Province agent hereinabove designated and appointed by such Borrower and Operating Lessee as its agent for service of Ontario without giving effect to any choice or conflict process. Each of law provision or rule (whether of the Province of Ontario of any other jurisdiction) each Borrower and Operating Lessee irrevocably agrees that would cause the application of the Laws of any jurisdiction other than the Province of Ontario, except that the provisions hereof which expressly relate to the DGCL (including the approval and effectiveness of the Merger) such service shall be construed, performed, governed and enforced in accordance with the DGCL. The Parties hereby irrevocably and unconditionally consent deemed to and submit to the courts of the Province of Ontario for any actions, suits or proceedings arising out of 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 set forth in this Agreement shall be effective service of process for any action, suit or proceeding brought against any Party in such court. The Parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the matters contemplated herein in the courts of the Province of Ontario and hereby further irrevocably and unconditionally waive and agree not to plead or claim upon it in any such court that any such suit, action, suit or proceeding so brought has been brought proceeding. Nothing herein shall affect the right of Administrative Agent to serve process in an inconvenient forumany manner permitted by Law or limit the right of Administrative Agent to bring proceedings against Borrowers and Operating Lessee in any other court or jurisdiction.

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 Laws laws of the Province State of Ontario Delaware without giving effect to any choice or conflict of law provision or rule (whether of the Province State of Ontario Delaware of any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the Province State of OntarioDelaware, except that the Arrangement and the provisions hereof which expressly relate to the DGCL Arrangement, the internal affairs of the Company or the OBCA (including the approval and effectiveness of the MergerArrangement and the exercise and adjudication of Dissent Rights) shall be construed, performed, governed and enforced in accordance with the DGCLLaws of the Province of Ontario. The Subject to the last sentence of this Section 10.4(a), the Parties hereby irrevocably and unconditionally consent to and submit to the courts jurisdiction of the Province Chancery Court of Ontario the State of Delaware (or, if the Chancery Court of the State of Delaware lacks jurisdiction, the United States District Court for the District of Delaware or the Superior Court of the State of Delaware (Complex Commercial Division)) for any actions, suits or proceedings arising out of 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 set forth in this Agreement shall be effective service of process for any action, suit or proceeding brought against any Party in such courtcourts. The Subject to the last sentence of this Section 10.4(a), the Parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the matters contemplated herein in the courts of the Province State of Ontario Delaware and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such 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 unconditionally consent to 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 such action, suit or proceeding in such courts, and (iii) further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding so brought has been brought in an inconvenient forum.

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 AgreementTHAT 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 administered in the state in which the principal office of the Escrow Agent from time to time acting hereunder is located. Any action or proceeding by or against the Escrow Agent seeking to enforce any dispute provision of, or based on any right arising out of, relating to, or in connection with this Agreement shall may be governed by and construed in accordance with the Laws brought against any of the Province of Ontario without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario of any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the Province of Ontario, except that the provisions hereof which expressly relate to the DGCL (including the approval and effectiveness of the Merger) shall be construed, performed, governed and enforced parties in accordance with the DGCL. The Parties hereby irrevocably and unconditionally consent to and submit to the courts of the Province of Ontario for any actionsNew York, suits or proceedings arising out of 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 each of the Parties set forth irrevocably consents to the exclusive jurisdiction of such courts (and of the appropriate appellate 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. Nothing in this Agreement shall be effective service of process for construed as authorizing a court proceeding with respect to any action, suit or proceeding brought against any Party in such court. The Parties hereby irrevocably and unconditionally waive any objection matter that is required to the laying of venue of any action, suit or proceeding arising out of this Agreement or the matters contemplated herein in the courts be submitted to arbitration pursuant to Section 9.7 of the Province of Ontario and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding so brought has been brought in an inconvenient forumPurchase Agreement.

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 Laws laws of the Province State of Ontario without giving effect New York applicable to agreements made in such state, excluding any choice or conflict conflicts of law provision or rule (whether laws provisions thereof that would result in the application of the Province of Ontario laws of any other jurisdiction) that would cause . Any legal suit, action or proceeding arising out of or based upon this Agreement or the application transactions contemplated hereby may be instituted in the United States District Court for the Southern District of the Laws State of any jurisdiction other than the Province of Ontario, except that the provisions hereof which expressly relate to the DGCL (including the approval and effectiveness of the Merger) shall be construed, performed, governed and enforced in accordance with the DGCL. The Parties hereby irrevocably and unconditionally consent to and submit to New York or the courts of the Province State of Ontario 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 actionssuch court, suits as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceedings arising out of 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 proceeding. Service of any process, summons, notice or document by registered mail to the addresses of the Parties such party’s address set forth in this Agreement above shall be effective service of process for any actionsuit, suit action or other proceeding brought against in any Party in such court. The Parties hereby parties irrevocably and unconditionally waive any objection to the laying of venue of any actionsuit, suit action or other proceeding arising out of this Agreement or the matters contemplated herein in the courts of the Province of Ontario Specified Courts and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such actionsuit, suit action or other proceeding so 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 summons for purposes of any such suit, action or 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 act as such agent for service of process and agrees to take any and all action, including the filing 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, Agreement and any dispute Legal Proceedings (whether based on contract, tort or otherwise) arising out of, of or relating to, or in connection with 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 Laws laws of the Province State of Ontario Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the Province State of Ontario of Delaware or any other jurisdiction) that would cause the application of the Laws laws of any jurisdiction other than the Province State of OntarioDelaware. Each of the parties hereto irrevocably agrees that any Legal Proceeding with respect to this Agreement and the rights and obligations arising hereunder, except that or for recognition and enforcement of any judgment in respect of this Agreement and the provisions hereof which expressly relate 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, to the DGCL (including the approval and effectiveness personal jurisdiction of the Merger) shall be construed, performed, governed aforesaid courts and enforced in accordance with the DGCL. The Parties hereby irrevocably and unconditionally consent to and submit to the courts of the Province of Ontario for agrees that it will not bring any actions, suits or proceedings arising out of or action relating to this Agreement or any of the matters contemplated herein (transactions in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agree agrees not to commence 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, or the subject matter hereof, may not be enforced in or by such courts. The parties hereto further agree that any final and nonappealable judgment against any of them in any action, suit or proceeding relating thereto except described in such courtsthis Section 14(a) shall be conclusive and further agree that service may be enforced in any other jurisdiction within or outside the United States by suit on judgment, a certified copy of any process, summons, notice or document by registered mail to the addresses which shall be conclusive evidence of the Parties set forth in this Agreement shall be effective service fact and amount of process for any action, suit or proceeding brought against any Party in such court. The Parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the matters contemplated herein in the courts of the Province of Ontario and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding so brought has been brought in an inconvenient forumjudgment.