Common use of Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Jury Trial Clause in Contracts

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Jury Trial. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement and the Ancillary Documents (including any action or proceeding involving any Financing Sources), exclusively in courts of the State of New York located in the Borough of Manhattan or Federal courts of the United States of America located in the Southern District of New York (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions contained in or contemplated by this Agreement and the Ancillary Documents (a) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (b) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (c) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (d) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.1 of this Agreement. Seller and Buyer each irrevocably designate CT Corporation as their agent and attorney-in-fact for the acceptance of service of process and making an appearance on its behalf in any such claim or proceeding and for the taking of all such acts as may be necessary or appropriate in order to confer jurisdiction over it before the Chosen Courts and Seller and Buyer each stipulate that such consent and appointment is irrevocable and coupled with an interest. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING ANY LEGAL PROCEEDING INVOLVING ANY FINANCING SOURCES). The provisions of this Section 10.11 shall inure to the benefit of, and be enforceable by, each Financing Source, each of which is hereby intended to be an express third-party beneficiary of this Section 10.11.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Jury Trial. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKYORK WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS, TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDITORILY APPLICABLE BY STATUTE AND WOULD PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. Each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement and the Ancillary Documents (including any action or proceeding involving any Financing Sources), exclusively in courts of the State of New York located in the Borough of Manhattan or Federal courts of the United States of America located in the Southern District of New York (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions contained in or contemplated by this Agreement and the Ancillary Documents (a) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (b) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (c) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and hereto, (d) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.1 of this Agreement. Seller Agreement and Buyer each irrevocably designate CT Corporation as (e) agrees not to bring or permit any of their agent and attorney-in-fact for the acceptance of service of process and making an appearance on its behalf controlled Affiliates to bring any such action or proceeding in any such claim or proceeding and for the taking of all such acts as may be necessary or appropriate in order to confer jurisdiction over it before court other than the Chosen Courts and Seller and Buyer each stipulate that such consent and appointment is irrevocable and coupled with an interestCourts. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING ANY LEGAL PROCEEDING INVOLVING ANY FINANCING SOURCES). The provisions of this Section 10.11 shall inure to the benefit of, and be enforceable by, each Financing Source, each of which is hereby intended to be an express third-party beneficiary of this Section 10.11.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Jury Trial. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Each party hereto agrees that it shall bring any action (a) Any questions, claims, disputes, remedies or proceeding in respect of any claim Actions arising out of from or related to this Agreement Agreement, and any relief or remedies sought by any party, shall be governed exclusively by the transactions contained in or contemplated by this Agreement and the Ancillary Documents (including any action or proceeding involving any Financing Sources), exclusively in courts Laws of the State of New York located applicable to contracts made and to be performed in such state and without regard to the rules of conflict of Laws of any other jurisdiction. (b) To the fullest extent permitted by applicable Law, each party: (i) agrees that any claim or Action by such party seeking any relief whatsoever arising out of, or in connection with, this Agreement or the transactions contemplated hereby shall be brought only in the Borough of Manhattan or Federal courts of the United States of America located Courts in the Southern District of New York and the state courts of the State of New York, County of New York (collectively, the “Chosen Applicable Courts”), and solely shall not be brought, in connection with claims arising under this Agreement each case, in any other court in the United States or the transactions contained in or contemplated by this Agreement and the Ancillary Documents elsewhere; (aii) irrevocably submits to the exclusive jurisdiction of the Chosen Applicable Courts, ; (biii) waives and agrees not to assert any objection that it may now or hereafter have to the laying of the venue of such claim or Action brought in any such action court or proceeding any claim that any such claim or Action brought in the Chosen Courts, (c) waives any objection that the Chosen Courts are such court has been brought in an inconvenient forum or do in a court that does not have jurisdiction over any party hereto and party; (div) agrees that service the mailing of process upon such party or other papers in any such action or proceeding shall be effective if notice is given in accordance connection with Section 10.1 of this Agreement. Seller and Buyer each irrevocably designate CT Corporation as their agent and attorney-in-fact for the acceptance of service of process and making an appearance on its behalf in any such claim or proceeding and for Action in the taking of all such acts manner provided in Section 10.1 or any other manner as may be necessary permitted by Law shall be valid and sufficient service thereof; and (v) agrees that a final judgment with respect to such claim or appropriate in order to confer jurisdiction over it before any such Action shall be conclusive and may be enforced in any other jurisdictions by suit on the Chosen Courts and Seller and Buyer each stipulate that such consent and appointment is irrevocable and coupled with an interest. judgment or in any other manner provided by applicable Law. (c) EACH OF PARTY HEREBY WAIVES, TO THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OF, UNDER OR RELATING TO IN CONNECTION WITH THIS AGREEMENT OR THE ANY TRANSACTIONS CONTEMPLATED HEREBY HEREBY. EACH PARTY (INCLUDING I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY LEGAL PROCEEDING INVOLVING ANY FINANCING SOURCES). The provisions of this Section 10.11 shall inure to the benefit ofOTHER PARTY HAS REPRESENTED, and be enforceable byEXPRESSLY OR OTHERWISE, each Financing SourceTHAT SUCH OTHER PARTY WOULD NOT, each of which is hereby intended to be an express third-party beneficiary of this Section 10.11IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.8.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKYORK WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS, EXCEPT FOR SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND EXCEPT THAT THE VBCA SHALL APPLY TO THE EXTENT REQUIRED IN CONNECTION WITH THE SPECIAL MEETING, IF ANY, THE AUTHORIZATION OF THE AGREEMENT BY THE BOARD, AND THE MERGER. Each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement and the Ancillary Documents (including any action or proceeding involving any Financing Sources)Agreement, exclusively in courts of the State of New York located in the Borough of Manhattan or Federal courts of the United States of America located in District Court for the Southern District of New York or any New York State court sitting in New York City (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions contained in or contemplated by that are the subject of this Agreement and the Ancillary Documents (ai) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (bii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (ciii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (div) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.1 8.4 of this Agreement. Seller and Buyer each Each party hereto irrevocably designate CT designates C.T. Corporation as their its agent and attorney-in-fact for the acceptance of service of process and making an appearance on its behalf in any such claim or proceeding and for the taking of all such acts as may be necessary or appropriate in order to confer jurisdiction over it before the Chosen Courts and Seller and Buyer each stipulate party hereto stipulates that such consent and appointment is irrevocable and coupled with an interest. . (b) EACH OF THE PARTIES HERETO PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (INCLUDING i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY LEGAL PROCEEDING INVOLVING ANY FINANCING SOURCES). The provisions of this Section 10.11 shall inure to the benefit ofOTHER PARTY HAS REPRESENTED, and be enforceable byEXPRESSLY OR OTHERWISE, each Financing SourceTHAT SUCH OTHER PARTY WOULD NOT, each of which is hereby intended to be an express third-party beneficiary of this Section 10.11IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.10.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Jury Trial. THIS AGREEMENT MLA AND EACH SLA SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKALASKA AS TO ALL MATTERS, INCLUDING MATTERS OF VALIDITY, CONSTRUCTION, EFFECT, PERFORMANCE AND REMEDIES (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION). Each party hereto Party agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement MLA and any SLA or the transactions contained in or contemplated by this Agreement and the Ancillary Documents (including MLA or any action or proceeding involving any Financing Sources), SLA exclusively in courts of the State of New York located in the Borough of Manhattan or Federal courts of the United States District Court for the District of America located Alaska or any Alaska state court sitting in the Southern District city of New York Anchorage and appellate courts having jurisdiction of appeals from any of the foregoing (the “Chosen Courts”), and and, solely in connection with claims arising under this Agreement MLA and any SLA or the transactions contained in or contemplated by that are the subject of this Agreement MLA and the Ancillary Documents any SLA, (ai) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (bii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (ciii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto Party and (div) agrees that service of process upon such party Party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.1 of this Agreement. Seller and Buyer each irrevocably designate CT Corporation as their agent and attorney-in-fact for the acceptance of service of process and making an appearance on its behalf in any such claim or proceeding and for the taking of all such acts as may be necessary or appropriate in order to confer jurisdiction over it before the Chosen Courts and Seller and Buyer each stipulate that such consent and appointment is irrevocable and coupled with an interest33. EACH OF THE PARTIES HERETO HEREBY PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT MLA AND EACH SLA OR THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING ANY LEGAL PROCEEDING INVOLVING ANY FINANCING SOURCES)OR THEREBY. The provisions Notwithstanding the foregoing, the enforcement of this Section 10.11 MLA and any SLA with respect to a particular Site as to matters relating to real property and matters mandatorily governed by local law, shall inure to be governed by and construed in accordance with the benefit of, and be enforceable by, each Financing Source, each laws of the state in which the applicable Site is hereby intended to be an express third-party beneficiary of this Section 10.11located.