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. This Trust Agreement and all claims arising out of this Agreement shall be governed by, and construed in accordance with with, the internal laws of the State of New YorkDelaware (whether arising in contract, tort, equity or otherwise), without giving effect regard to rules governing any conflicts of law principles that would result in the conflict application of laws. Without limiting any party’s right to appeal any order law other than the law of the Court, (i) the Court shall retain exclusive jurisdiction to enforce the terms State 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 Delaware. The parties hereby consent to irrevocably 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 Chancery of the State of New York sitting Delaware or, if such court shall not have jurisdiction, any federal court of the United States of America located within the State of Delaware, solely in New York County respect of the interpretation and any appellate court from any thereofenforcement of the provisions of this Agreement and of the documents referred to in this Agreement, for and in respect of the resolution of any such claim or dispute. The parties transactions contemplated hereby irrevocably waiveand thereby, and, to the fullest extent permitted by applicable lawLaw, hereby waive, and agree not to assert, as a defense in any objection which they action, suit or other legal proceeding for the interpretation or enforcement hereof or thereof, that it is not subject thereto or that such action, suit or other legal proceeding may now not be brought or hereafter have to is not maintainable in said courts or that the laying of venue of thereof may not be appropriate or that this Agreement or 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 document may not be enforced in or by such courts, and the parties irrevocably and unconditionally agree that all claims with respect to such action, suit or other jurisdictions legal proceeding shall be heard and determined in the Delaware Court of Chancery or, to the extent required by applicable Law, the federal court located within the State of Delaware. The parties hereby consent to and grant any such court jurisdiction over such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action, suit on or legal proceeding in the judgment manner provided for notices in Section 7.1 or in any such other manner provided as may be permitted by lawapplicable Law, shall be valid and sufficient service thereof. Each With respect to any particular action, suit or other legal proceeding, venue shall lie solely in the Court of Chancery of the parties hereto hereby consents to process being served by any party to this Trust Agreement in any suit, action State of Delaware or proceeding by delivery such federal court located within the State of a copy thereof in accordance with the provisions of Section 9.4Delaware.

Governing Law; Submission to Jurisdiction; Consent to Service of Process. This Trust Support Agreement and all claims arising out of this Support Agreement shall be governed by, and construed in accordance with with, the internal laws of the State of New YorkDelaware (whether arising in contract, tort, equity or otherwise), without giving effect regard to rules governing any conflicts of law principles that would result in the conflict application of laws. Without limiting any party’s right to appeal any order law other than the law of the Court, (i) the Court shall retain exclusive jurisdiction to enforce the terms State 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 Delaware. The parties hereby consent to irrevocably 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 Chancery of the State of New York sitting Delaware or, if such court shall not have jurisdiction, any federal court of the United States of America located within the State of Delaware, solely in New York County respect of the interpretation and any appellate court from any thereofenforcement of the provisions of this Support Agreement and of the documents referred to in this Support Agreement, for and in respect of the resolution of any such claim or dispute. The parties transactions contemplated hereby irrevocably waiveand thereby, and, to the fullest extent permitted by applicable lawLaw, hereby waive, and agree not to assert, as a defense in any objection which they action, suit or other legal proceeding for the interpretation or enforcement hereof or thereof, that it is not subject thereto or that such action, suit or other legal proceeding may now not be brought or hereafter have to is not maintainable in said courts or that the laying of venue of thereof may not be appropriate or that this Support Agreement or 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 document may not be enforced in or by such courts, and the parties irrevocably and unconditionally agree that all claims with respect to such action, suit or other jurisdictions legal proceeding shall be heard and determined in the Delaware Court of Chancery or, to the extent required by applicable Law, the federal court located within the State of Delaware. The parties hereby consent to and grant any such court jurisdiction over such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action, suit on or legal proceeding in the judgment manner provided for notices in Section 3.2 or in any such other manner provided as may be permitted by lawapplicable Law, shall be valid and sufficient service thereof. Each With respect to any particular action, suit or other legal proceeding, venue shall lie solely in the Court of Chancery of the parties hereto hereby consents to process being served by any party to this Trust Agreement in any suit, action State of Delaware or proceeding by delivery such federal court located within the State of a copy thereof in accordance with the provisions of Section 9.4Delaware.