Common use of Governing Law, Venue and Consent to Jurisdiction Clause in Contracts

Governing Law, Venue and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Subject to Indemnitee's rights under paragraph 7.1 and the final two sentences of this paragraph 12.7, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the "Delaware Court"), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum. Notwithstanding the foregoing, Indemnitee may, in Indemnitee's sole discretion, elect to bring any action or proceeding arising out of or in connection with this Agreement in any federal or state court located in the State of Colorado. If Indemnitee makes such election, the Company hereby irrevocably and unconditionally (i) consents to submit to the exclusive jurisdiction of such state or federal court located in the State of Colorado (the "Colorado Court") for purposes of any action or proceeding arising out of or in connection with this Agreement, (ii) waives any objection to the laying of venue of any such action or proceeding in such Colorado Court, and (iii) waives, and agrees not to plead or to make, any claim that any such action or proceeding brought in such Colorado Court has been brought in an improper or inconvenient forum.

Governing Law, Venue and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Subject to Indemnitee's ’s rights under paragraph 7.1 and the final two sentences of this paragraph 12.7, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the "“Delaware Court"”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum. Notwithstanding the foregoing, Indemnitee may, in Indemnitee's ’s sole discretion, elect to bring any action or proceeding arising out of or in connection with this Agreement in any federal or state court located in the State of Colorado. If Indemnitee makes such election, the Company hereby irrevocably and unconditionally (i) consents to submit to the exclusive jurisdiction of such state or federal court located in the State of Colorado (the "“Colorado Court"”) for purposes of any action or proceeding arising out of or in connection with this Agreement, (ii) waives any objection to the laying of venue of any such action or proceeding in such Colorado Court, and (iii) waives, and agrees not to plead or to make, any claim that any such action or proceeding brought in such Colorado Court has been brought in an improper or inconvenient forum.and