Common use of Governing Law; Submission to Jurisdiction; Integration Clause in Contracts

Governing Law; Submission to Jurisdiction; Integration. This Agreement shall be governed by and construed in accordance with the internal laws (and not the law of conflicts) of the State of New York. Each of the Originator and the Company hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Originator and the Company hereby irrevocably waives, to the fullest extent it may effectively do so, any objection that 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. Nothing in this Section 5.6 shall affect the right of any Person to bring any action or proceeding against the Originator or the Company or its respective property in the courts of other jurisdictions. This Agreement contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof, superseding all prior oral or written understandings.

Appears in 9 contracts

Samples: Receivables Purchase Agreement (Eagle Picher Technologies LLC), Receivables Purchase Agreement (Eagle Picher Technologies LLC), Receivables Purchase Agreement (Eagle Picher Technologies LLC)

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Governing Law; Submission to Jurisdiction; Integration. This Agreement shall be governed by and construed in accordance with the internal laws (and not the law of conflicts) of the State of New York. Each of the Originator Buyer and the Company Originators hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in New York, New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Originator Buyer and the Company Originators hereby irrevocably waives, to the fullest extent it may effectively do so, any objection that 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. Nothing in this Section 5.6 6.6 shall affect the right of any Person to bring any action or proceeding against the Buyer or any Originator or the Company or its respective property in the courts of other jurisdictions. This Agreement contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof, superseding all prior oral or written understandings.

Appears in 2 contracts

Samples: Receivables Sale Agreement (Borgwarner Inc), Receivables Sale Agreement (Borgwarner Inc)

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