Common use of Governing Law, Venue, etc Clause in Contracts

Governing Law, Venue, etc. 11.6.1. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; (ii) waives any objection which such party may now or may hereafter have to the venue of any such suit, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 11.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York or in the United States District Court for the Southern District of New York and agrees that service of process upon such party mailed by certified mail to its address as set forth in Section 11.1 of this Agreement shall be deemed in every respect effective service of process upon such in any such suit, action or proceeding.

Governing Law, Venue, etc. 11.6.1. 10.6.1 This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; (ii) waives any objection which such party may now have or may hereafter have to the venue of any such suit, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 11.6.2. 10.6.2 Each of the Representative and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such party individual mailed by certified mail to its the Company’s address as set forth in Section 11.1 of this Agreement shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s address shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding.

Governing Law, Venue, etc. 11.6.110.6.1. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; , (ii) waives any objection which such party may now have or may hereafter have to the venue of any such suit, action or proceeding; proceeding and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 11.6.210.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such party individual mailed by certified mail to its the Company's address as set forth in Section 11.1 of this Agreement shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the address of the Representative shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding.

Governing Law, Venue, etc. 11.6.1. 9.6.1 This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative Representatives and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; , (ii) waives any objection which such party may now have or may hereafter have to the venue of any such suit, action or proceeding; proceeding and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 11.6.2. 9.6.2 Each of the Representative Representatives and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such party individual mailed by certified mail to its the Company’s address as set forth in Section 11.1 of this Agreement shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representatives mailed by certified mail to the address of each Representatives shall be deemed in every respect effective service process upon the Representatives, in any such suit, action or proceeding.

Governing Law, Venue, etc. 11.6.1. 10.6.1 This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative Representatives and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; (ii) waives any objection which such party may now have or may hereafter have to the venue of any such suit, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 11.6.2. 10.6.2 Each of the Representative Representatives and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such party individual mailed by certified mail to its the Company’s address as set forth in Section 11.1 of this Agreement shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representatives mailed by certified mail to the Representatives’ address shall be deemed in every respect effective service process upon the Representatives, in any such suit, action or proceeding.

Governing Law, Venue, etc. 11.6.110.6.1. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative Representatives, the Company and the Company (and any individual signatory hereto): Sponsor: (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; , (ii) waives any objection which such party may now have or may hereafter have to the venue of any such suit, action or proceeding; proceeding and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 11.6.210.6.2. Each of the Representative Representatives, the Company and the Company (and any individual signatory hereto) Sponsor further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York York, or in the United States District Court , 2006 Xxxxxx Xxxxxxxx Xxxxx for the Southern District of New York and agrees that service of process upon such party the Company or the Sponsor mailed by certified mail to its the Company’s address as set forth in Section 11.1 of this Agreement shall be deemed in every respect effective service of process upon the Company or the Sponsor in any such suit, action or proceeding, and service of process upon the Representatives mailed by certified mail to the Representatives’ addresses shall be deemed in every respect effective service process upon the Representatives, in any such suit, action or proceeding.

Governing Law, Venue, etc. 11.6.110.6.1. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; , (ii) waives any objection which such party may now have or may hereafter have to the venue of any such suit, action or proceeding; proceeding and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 11.6.210.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such party individual mailed by certified mail to its the Company’s address as set forth in Section 11.1 of this Agreement shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s address shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding.

Governing Law, Venue, etc. 11.6.1. 10.6.1 This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; (ii) waives any objection which such party may now have or may hereafter have to the venue of any such suit, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 11.6.2. 10.6.2 Each of the Representative and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such party individual mailed by certified mail to its the Company’s address as set forth in Section 11.1 of this Agreement shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Representative’s addresses shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding.

Governing Law, Venue, etc. 11.6.1. 10.6.1 This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative Representatives and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; , (ii) waives any objection which such party may now have or may hereafter have to the venue of any such suit, action or proceeding; proceeding and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 11.6.2. 10.6.2 Each of the Representative Representatives and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such party individual mailed by certified mail to its the Company’s address as set forth in Section 11.1 of this Agreement shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representatives mailed by certified mail to the address of each Representative shall be deemed in every respect effective service process upon the Representatives, in any such suit, action or proceeding.

Governing Law, Venue, etc. 11.6.1. 10.6.1 This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative Representatives and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; (ii) waives any objection which such party may now have or may hereafter have to the venue of any such suit, action or proceeding; and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 11.6.2. 10.6.2 Each of the Representative Representatives and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such party individual mailed by certified mail to its the Company’s address as set forth in Section 11.1 of this Agreement shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representatives mailed by certified mail to the Representatives' address shall be deemed in every respect effective service process upon the Representatives, in any such suit, action or proceeding.

Governing Law, Venue, etc. 11.6.110.6.1. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative Representatives, the Company and the Company (and any individual signatory hereto): Sponsor: (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; , (ii) waives any objection which such party may now have or may hereafter have to the venue of any such suit, action or proceeding; proceeding and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 11.6.210.6.2. Each of the Representative Representatives, the Company and the Company (and any individual signatory hereto) Sponsor further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York York, or in the United States District Court for the Southern District of New York and agrees that service of process upon such party the Company or the Sponsor mailed by certified mail to its the Company’s address as set forth in Section 11.1 of this Agreement shall be deemed in every respect effective service of process upon the Company or the Sponsor in any such suit, action or proceeding, and service of process upon the Representatives mailed by certified mail to the Representatives’ addresses shall be deemed in every respect effective service process upon the Representatives, in any such suit, action or proceeding.

Governing Law, Venue, etc. 11.6.1. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative and the Company (and any individual signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement engagement letter and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; , (ii) waives any objection which such party may now have or may hereafter have to the venue of any such suit, action or proceeding; proceeding and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. 11.6.2. Each of the Representative and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company or any such party individual mailed by certified mail to its the Company's address as set forth in Section 11.1 of this Agreement shall be deemed in every respect effective service of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representative mailed by certified mail to the Representative's address shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding.

Governing Law, Venue, etc. 11.6.110.6.1. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Representative The Representative, Company and the Company (and any individual signatory hereto): Placement Investors: (i) agrees agree that any legal suit, action or proceeding arising out of or relating to this Agreement agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York; , (ii) waives waive any objection which such party may have now or may hereafter have to the venue of any such suit, action or proceeding; proceeding and (iii) irrevocably and exclusively consents consent to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding.proceeding arising out of this Agreement. Maxim Group LLC _________________, 2007 Page 48 of 50 11.6.210.6.2. Each of the Representative Representative, the Company and the Company (and any individual signatory hereto) Placement Investors further agrees agree to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York York, or in the United States District Court for the Southern District of New York and agrees that service of process upon such party the Company mailed by certified mail to its the Company's address as set forth in Section 11.1 of this Agreement shall be deemed in every respect effective service of process upon such the Company in any such suit, action or proceeding, and service of process upon the Representatives mailed by certified mail to the Representatives' addresses shall be deemed in every respect effective service process upon the Representatives, in any such suit, action or proceeding arising out of this Agreement.