Common use of Governing Law; Submission to Jurisdiction; Consent to Service of Process Clause in Contracts

Governing Law; Submission to Jurisdiction; Consent to Service of Process. This Trust Agreement shall be governed and construed in accordance with the laws of the State of New York, without giving effect to rules governing the conflict of laws. Without limiting any party’s right to appeal any order of the Court, (i) the Court shall retain exclusive jurisdiction to enforce the terms of this Trust Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Trust Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Court and the parties hereby consent to and submit to the jurisdiction and venue of the Court and shall receive notices at such locations as indicated in Section 9.4 hereof; provided, however, that if the Chapter 11 Cases have closed or if the Court refuses to exercise its jurisdiction (including in respect of any provision herein which refers to the Court), the parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in New York County or the Commercial Division, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereto hereby consents to process being served by any party to this Trust Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 9.4.

Governing Law; Submission to Jurisdiction; Consent to Service of Process. (a) This Trust Agreement shall is governed by and will be governed and construed in accordance with the laws Laws of the State of New York, Texas without giving effect to rules governing the any choice or conflict of laws. Without limiting any party’s right to appeal any order Law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Texas. (b) All actions, suits or proceedings arising out of or relating to this Agreement, any of the other Transaction Documents or the consummation of the Transactions shall be heard and determined exclusively in the First Business Court Division of the State of Texas located in Dallas, Texas (the “Texas Business Court”) or, if such court does not have jurisdiction, any federal court sitting in the State of Texas. Consistent with the preceding sentence, the Sellers and the Purchasers hereby (i) the Court shall retain exclusive jurisdiction to enforce the terms of this Trust Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Trust Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Court and the parties hereby consent to and submit to the jurisdiction and venue of the Court and shall receive notices at such locations as indicated in Section 9.4 hereof; provided, however, that if the Chapter 11 Cases have closed or if the Court refuses to exercise its jurisdiction (including in respect of any provision herein which refers to the Court), the parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Texas Business Court and federal courts located in Texas (and of the appropriate appellate courts therefrom) for the Southern District purpose of New York sitting in New York County any action, suit or proceeding Texas out of or relating to this Agreement, any of the other Transaction Documents, or the Commercial Division, Civil Branch consummation of the Supreme Court Transactions brought by any of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. The parties hereby them; (ii) irrevocably waive, and agree not to the fullest extent permitted assert by applicable lawway of motion, any objection which they may now defense or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment otherwise, in any such dispute action, suit, or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action, suit or proceeding is brought in an inconvenient forum, that the venue of the action, suit or proceeding is improper, or that this Agreement, any of the other Transaction Documents, or the Transactions may not be enforced in or by any of the above-named courts; and (iii) irrevocably consent to and grant any such court exclusive jurisdiction over the person of such Parties and over the subject matter of such action, suit or proceeding and agree that mailing of process or other jurisdictions by papers in connection with any such action, suit on or proceeding in the judgment or in any other manner provided by law. Each of the parties hereto hereby consents to process being served by any party to this Trust Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 9.48.4.

Governing Law; Submission to Jurisdiction; Consent to Service of Process. This Trust Agreement shall be governed (a) Except as expressly provided in Section 12J, the internal law, and construed in accordance with the laws of the State of New York, without giving effect to rules governing not the conflict of laws. Without limiting any party’s right to appeal any order of the Courtlaws principles, (i) the Court shall retain exclusive jurisdiction to enforce the terms of this Trust Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Trust Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Court and the parties hereby consent to and submit to the jurisdiction and venue of the Court and shall receive notices at such locations as indicated in Section 9.4 hereof; provided, however, that if the Chapter 11 Cases have closed or if the Court refuses to exercise its jurisdiction (including in respect of any provision herein which refers to the Court), the parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in New York County or the Commercial Division, Civil Branch of the Supreme Court of the State of New York sitting in shall govern this Agreement as well as the construction, validity and interpretation of this Agreement and the exhibits and schedules hereto. (b) Solely to the extent permitted by Section 12J hereof, each of the parties hereto hereby irrevocably submit for itself or himself and its or his property to the non-exclusive jurisdiction of any federal or state court located within the State of New York County over any Dispute (as hereinafter defined) and each party hereby irrevocably agrees that all claims in respect of such Dispute or any appellate court from any thereofaction, for suit or proceeding related thereto, solely to the resolution of any extent expressly permitted by Section 12J hereof, may be heard and determined in such claim or disputecourts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute Dispute brought in such court or any defense of inconvenient forum for the maintenance of such disputeDispute, provided that relief sought in any action, suit or proceeding relating thereto is of the nature expressly permitted by Section 12J hereof to be sought in such court. Each of the parties hereto agrees that an Award or a judgment in any such dispute Dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. . (c) Each of the parties hereto hereby consents to process being served by any party to this Trust Agreement in any suit, action or proceeding of the nature expressly permitted by Section 12J hereof by the delivery or mailing of a copy thereof thereof; in accordance with the provisions of Section 9.412K. (d) Nothing in this Section 12I shall affect the rights of the parties to commence any action, suit or proceeding of the nature expressly permitted by Section 12J hereof in any other forum or to serve process in any such action, suit or proceeding in any other manner permitted by law.

Governing Law; Submission to Jurisdiction; Consent to Service of Process. (a) This Trust Agreement Agreement, all acts, and transactions pursuant hereto and all obligations of the parties hereto shall be governed by and construed in accordance with the laws of the State of New York, Delaware without giving effect reference to rules governing the conflict such state's principles of laws. Without limiting any party’s right conflicts of law that would refer a matter to appeal any order of the Court, a different jurisdiction. (ib) the Court shall retain exclusive jurisdiction to enforce the terms of this Trust Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Trust Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Court and the The parties hereto hereby consent to and submit to the jurisdiction and venue of the Court and shall receive notices at such locations as indicated in Section 9.4 hereof; provided, however, that if the Chapter 11 Cases have closed or if the Court refuses to exercise its jurisdiction (including in respect of any provision herein which refers to the Court), the parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction and venue of the Chancery Court of the State of Delaware and any state appellate com,: therefrom or, if (but only if) such court lacks subject matter jurisdiction, the United States District Court for the Southern District of New York Delaware sitting in the City of Wilmington, New York County or the Commercial DivisionCastle County, Civil Branch of the Supreme Court of the State of New York sitting in New York County Delaware and any appellate court from therefrom (collectively, the "Delaware Court”), in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to herein and in respect of the Transactions, and hereby waive, and agree not to assert, as a defense in any action, suit, or proceeding for the interpretation or enforcement hereof or thereof, for that it is not subject thereto or that such action, suit, or proceeding may not be brought or is not maintainable in said courts or that the resolution of venue thereof may not be appropriate or that this Agreement or any such claim document may not be enforced in or disputeby such courts. Further, the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such Delaware Courts. The parties hereto hereby irrevocably waive, consent to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of and grant any such dispute brought in such court or any defense of inconvenient forum for jurisdiction over the maintenance person of such dispute. Each parties and over the subject matter of the parties hereto agrees such dispute and agree that a judgment mailing of process or other papers in connection with any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereto hereby consents to process being served by any party to this Trust Agreement in any suit, action or proceeding in the manner provided in Section 8.1 or in such other manner as may be permitted by delivery Applicable Law, shall be valid and sufficient service thereof. A party hereto may apply either to a court: of competent jurisdiction for prejudgment remedies and emergency relief pending final determination of a copy thereof in accordance with the provisions of claim pursuant to this Section 9.48.10.

Governing Law; Submission to Jurisdiction; Consent to Service of Process. (a) This Trust Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to rules governing the conflict of laws. Without limiting any party’s right to appeal any order . (b) Each of the CourtCompany, (i) the Court shall retain exclusive jurisdiction to enforce Lenders and the terms of this Trust Agreement Agent hereby irrevocably and to decide any claims or disputes which may arise or result fromunconditionally submits, or be connected withfor itself and its property, this Trust Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Court and the parties hereby consent to and submit to the jurisdiction and venue of the Court and shall receive notices at such locations as indicated in Section 9.4 hereof; provided, however, that if the Chapter 11 Cases have closed or if the Court refuses to exercise its jurisdiction (including in respect of any provision herein which refers to the Court), the parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in New York County or the Commercial Division, Civil Branch and of the Supreme Court of the State of New York sitting in New York County and County, or any appellate court from any thereof, for purposes of all legal proceedings arising out of or relating to this Agreement, any other Loan Document or the resolution transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and each of the Company, the Lenders and the Agent hereby irrevocably and unconditionally agrees that all claims in respect of any such claim proceeding arising out of or dispute. The parties hereby irrevocably waiverelating to this Agreement or the other Loan Documents brought by it or any of its Affiliates shall be brought, and shall be heard and determined, exclusively in such New York State court or, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such disputeFederal court. Each of the parties hereto Company, the Lenders and the Agent agrees that a final judgment in any such dispute proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. . (c) Each of the parties hereto Company, the Lenders and the Agent hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in a court referred to in paragraph (b) above and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. (d) Each of the Company, the Lenders and the Agent hereby irrevocably consents to service of process being served by in the manner provided for notices in Section 9.01(a). Nothing in this Agreement or any other Loan Document will affect the right of any party to this Trust Agreement to serve process in any suit, action or proceeding other manner permitted by delivery of a copy thereof in accordance with the provisions of Section 9.4law.

Governing Law; Submission to Jurisdiction; Consent to Service of Process. This Trust Agreement shall be governed (a) Except as expressly provided in Section 11J, the internal law, and construed in accordance with not the conflict of laws principles, of the State of New YorkTexas shall govern this Agreement as well as the construction, without giving effect validity and interpretation of this Agreement and the exhibits and schedules hereto. (b) Solely to rules governing the conflict of laws. Without limiting any party’s right to appeal any order extent permitted by Section 11J hereof, each of the Court, (i) parties hereto hereby irrevocably submit for itself or himself and its or his property to the Court shall retain non-exclusive jurisdiction to enforce of any federal or state court located within the terms State of this Trust Agreement Louisiana over any Dispute (as hereinafter defined) and to decide any each party hereby irrevocably agrees that all claims or disputes which may arise or result from, or be connected with, this Trust Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Court and the parties hereby consent to and submit to the jurisdiction and venue of the Court and shall receive notices at such locations as indicated in Section 9.4 hereof; provided, however, that if the Chapter 11 Cases have closed or if the Court refuses to exercise its jurisdiction (including in respect of such Dispute or any provision herein which refers action, suit or proceeding related thereto, solely to the Court)extent expressly permitted by Section 11J hereof, the parties agree to unconditionally may be heard and irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York sitting determined in New York County or the Commercial Division, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or disputecourts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute Dispute brought in such court or any defense of inconvenient forum for the maintenance of such disputeDispute, provided that relief sought in any action, suit or proceeding relating thereto is of the nature expressly permitted by Section 11J hereof to be sought in such court. Each of the parties hereto agrees that an Award or a judgment in any such dispute Dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. . (c) Each of the parties hereto hereby consents to process being served by any party to this Trust Agreement in any suit, action or proceeding of the nature expressly permitted by Section 11J hereof by the delivery or mailing of a copy thereof thereof; in accordance with the provisions of Section 9.411K. (d) Nothing in this Section 11I shall affect the rights of the parties to commence any action, suit or proceeding of the nature expressly permitted by Section 11J hereof in any other forum or to serve process in any such action, suit or proceeding in any other manner permitted by law.

Governing Law; Submission to Jurisdiction; Consent to Service of Process. (a) This Trust Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to rules governing the conflict of laws. Without limiting any party’s right to appeal any order . (b) Each of the CourtBorrowers, (i) the Court shall retain exclusive jurisdiction to enforce Lenders and the terms of this Trust Agreement Agent hereby irrevocably and to decide any claims or disputes which may arise or result fromunconditionally submits, or be connected withfor itself and its property, this Trust Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Court and the parties hereby consent to and submit to the jurisdiction and venue of the Court and shall receive notices at such locations as indicated in Section 9.4 hereof; provided, however, that if the Chapter 11 Cases have closed or if the Court refuses to exercise its jurisdiction (including in respect of any provision herein which refers to the Court), the parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in New York County or the Commercial Division, Civil Branch and of the Supreme Court of the State of New York sitting in New York County and County, or any appellate court from any thereof, for purposes of all legal proceedings arising out of or relating to this Agreement, any other Loan Document or the resolution transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and each of the Borrowers, the Lenders and the Agent hereby irrevocably and unconditionally agree that all claims in respect of any such proceeding arising out of or relating to this Agreement or the other Loan Documents brought by it or any of its Affiliates shall be brought, and shall be heard and determined, exclusively in such New York State court or, to the extent permitted by law, in such Federal court; provided that any claim brought by any Lender or the Agent, or any Affiliate of any of the foregoing, in respect of any such claim relating to a Borrowing Subsidiary that is incorporated in, or dispute. The parties hereby irrevocably waiveconducts business in, to a jurisdiction outside the fullest extent permitted by applicable lawUnited States may be brought, any objection and may be heard and determined, in a court in the jurisdiction in which they may now such Borrowing Subsidiary is incorporated or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such disputeconducts business. Each of the parties hereto Borrowers, the Lenders and the Agent agrees that a final judgment in any such dispute proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. . (c) Each of the parties hereto Borrowers, the Lenders and the Agent hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in a court referred to in paragraph (b) above and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. (d) Each of the Borrowers, the Lenders and the Agent hereby irrevocably consents to service of process being served by in the manner provided for notices in Section 10.01(a). Nothing in this Agreement or any other Loan Document will affect the right of any party to this Trust Agreement to serve process in any suitother manner permitted by law. (e) Each Borrowing Subsidiary hereby irrevocably designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any such action or proceeding arising out of or relating to this Agreement or any other Loan Document. Such service may be made by delivery of mailing or delivering a copy thereof of such process to any Borrowing Subsidiary in accordance care of the Company at the Company’s address used for purposes of giving notices under Section 10.01, and each Borrowing Subsidiary hereby irrevocably authorizes and directs the Company to accept such service on its behalf. (f) In the event any Borrowing Subsidiary or any of its assets has or hereafter acquires, in any jurisdiction in which judicial proceedings may at any time be commenced with the provisions of Section 9.4respect to this Agreement or any other Loan Document, any immunity from jurisdiction, legal proceedings, attachment (whether before or after judgment), execution, judgment or setoff, such Borrowing Subsidiary hereby irrevocably agrees not to claim and hereby irrevocably and unconditionally waives such immunity.

Governing Law; Submission to Jurisdiction; Consent to Service of Process. (a) This Trust Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to rules governing the conflict of laws. Without limiting any party’s right to appeal any order . (b) Each of the CourtBorrowers, (i) the Court shall retain exclusive jurisdiction to enforce Lenders, the terms of this Trust Agreement Issuing Banks and to decide any claims or disputes which may arise or result fromthe Agent hereby irrevocably and unconditionally submits, or be connected withfor itself and its property, this Trust Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Court and the parties hereby consent to and submit to the jurisdiction and venue of the Court and shall receive notices at such locations as indicated in Section 9.4 hereof; provided, however, that if the Chapter 11 Cases have closed or if the Court refuses to exercise its jurisdiction (including in respect of any provision herein which refers to the Court), the parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in New York County or the Commercial Division, Civil Branch and of the Supreme Court of the State of New York sitting in New York County and County, or any appellate court from any thereof, for purposes of all legal proceedings arising out of or relating to this Agreement, any other Loan Document or the resolution transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and each of the Borrowers, the Lenders, the Issuing Banks and the Agent hereby irrevocably and unconditionally agrees that all claims in respect of any such proceeding arising out of or relating to this Agreement or the other Loan Documents brought by it or any of its Affiliates shall be brought, and shall be heard and determined, exclusively in such New York State court or, to the extent permitted by law, in such Federal court; provided that any claim brought by any Lender or Issuing Bank or the Agent, or any Affiliate of any of the foregoing, in respect of any such claim relating to a Borrowing Subsidiary that is incorporated in, or dispute. The parties hereby irrevocably waiveconducts business in, to a jurisdiction outside the fullest extent permitted by applicable lawUnited States may be brought, any objection and may be heard and determined, in a court in the jurisdiction in which they may now such Borrowing Subsidiary is incorporated or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such disputeconducts business. Each of the parties hereto Borrowers, the Lenders and the Agent agrees that a final judgment in any such dispute proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. . (c) Each of the parties hereto Borrowers, the Lenders, the Issuing Banks and the Agent hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in a court referred to in paragraph (b) above and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. (d) Each of the Borrowers, the Lenders, the Issuing Banks and the Agent hereby irrevocably consents to service of process being served by in the manner provided for notices in Section 9.01(a). Nothing in this Agreement or any other Loan Document will affect the right of any party to this Trust Agreement to serve process in any suitother manner permitted by law. (e) Each Borrowing Subsidiary hereby irrevocably designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any such action or proceeding arising out of or relating to this Agreement or any other Loan Document. Such service may be made by delivery of mailing or delivering a copy thereof of such process to any Borrowing Subsidiary in accordance care of the Company at the Company’s address used for purposes of giving notices under Section 9.01, and each Borrowing Subsidiary hereby irrevocably authorizes and directs the Company to accept such service on its behalf. (f) In the event any Borrowing Subsidiary or any of its assets has or hereafter acquires, in any jurisdiction in which judicial proceedings may at any time be commenced with the provisions of Section 9.4respect to this Agreement or any other Loan Document, any immunity from jurisdiction, legal proceedings, attachment (whether before or after judgment), execution, judgment or setoff, such Borrowing Subsidiary hereby irrevocably agrees not to claim and hereby irrevocably and unconditionally waives such immunity.