Common use of Governing Law; Venue; Jurisdiction Clause in Contracts

Governing Law; Venue; Jurisdiction. (a) This Agreement and any claim, controversy or dispute arising out of or related to this Agreement (whether arising in contract, tort, equity or otherwise) shall be construed in accordance with, and governed in all respects by, the internal laws of the State of Delaware (without giving effect to principles of conflicts of laws). (b) Any Legal Proceeding relating to this Agreement or to the enforcement of any provision of this Agreement (whether arising in contract, tort, equity or otherwise) may be brought or otherwise commenced in the Court of Chancery of the State of Delaware, any state appellate court therefrom within the State of Delaware or any federal court located within the State of Delaware. The parties: (i) expressly and irrevocably consent and submit to the jurisdiction of any such court in connection with any such Legal Proceeding; (ii) agree that service of any process, summons, notice or document by U.S. mail addressed as set forth in Section 7.3 shall constitute effective service of such process, summons, notice or document for purposes of any such Legal Proceeding; (iii) agree that the courts of the State of Delaware, as described above, shall be deemed to be a convenient forum; (iv) agree not to assert (by way of motion, as a defense or otherwise), in such court, any claim that such party is not subject personally to the jurisdiction of such court, that such Legal Proceeding has been brought in an inconvenient forum, that the venue of such action or proceeding is improper or that this Agreement or the subject matter of this Agreement may not be enforced in or by such court; and (v) that a judgment in such Legal Proceeding may be enforced in other competent jurisdictions by suit on the judgment or in any other manner provided by Legal Requirements.

Governing Law; Venue; Jurisdiction. (a) This Agreement shall be governed by and construed in accordance with the Laws of the State of New York, without giving effect to any claimconflict or choice of law provision that would require or permit the application of the Laws of any other jurisdiction. (b) Except as otherwise provided in Sections 2.6 and 2.7, controversy each Party to this Agreement irrevocably submits to the exclusive jurisdiction of any state or federal court within the Borough of Manhattan, the City of New York, New York with respect to any proceeding arising out of or relating to this Agreement, including any proceeding arising out of or relating to any Financing or the performance thereof, and hereby irrevocably agrees that all Claims in respect of any such proceeding shall be heard and determined in such state or federal court. Each Party to this Agreement hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such proceeding, including with respect to any proceeding arising out of or relating to any Financing or the performance thereof, and agrees that it will not bring, and will not permit any of its Affiliates to bring, any proceeding relating to this Agreement, including any dispute arising out of or related relating to this Agreement (whether arising any Financing or the performance thereof by the Acquired Companies or their officers, employees, advisors and other Representatives, in contractany court other than a state or federal court sitting in the Borough of Manhattan in the City of New York. The Parties further agree, tortto the extent permitted by Law, equity or otherwise) that final and unappealable judgment against any of them in any proceeding contemplated above shall be construed in accordance with, conclusive and governed in all respects by, the internal laws of the State of Delaware (without giving effect to principles of conflicts of laws). (b) Any Legal Proceeding relating to this Agreement or to the enforcement of any provision of this Agreement (whether arising in contract, tort, equity or otherwise) may be brought or otherwise commenced in the Court of Chancery of the State of Delaware, any state appellate court therefrom within the State of Delaware or any federal court located within the State of Delaware. The parties: (i) expressly and irrevocably consent and submit to the jurisdiction of any such court in connection with any such Legal Proceeding; (ii) agree that service of any process, summons, notice or document by U.S. mail addressed as set forth in Section 7.3 shall constitute effective service of such process, summons, notice or document for purposes of any such Legal Proceeding; (iii) agree that the courts of the State of Delaware, as described above, shall be deemed to be a convenient forum; (iv) agree not to assert (by way of motion, as a defense or otherwise), in such court, any claim that such party is not subject personally to the jurisdiction of such court, that such Legal Proceeding has been brought in an inconvenient forum, that the venue of such action or proceeding is improper or that this Agreement or the subject matter of this Agreement may not be enforced in or by such court; and (v) that a judgment in such Legal Proceeding may be enforced in any other competent jurisdictions jurisdiction within or outside the United States by suit on the judgment or in any other manner provided by Legal Requirementsjudgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment.

Governing Law; Venue; Jurisdiction. (a) This Agreement and any claim, controversy or dispute arising out of or related to this Agreement (whether arising in contract, tort, equity or otherwise) shall be construed in accordance with, and governed in all respects by, the internal laws of the State of Delaware New York (without giving effect to principles of conflicts of laws). (b) Any Legal Proceeding relating to this Agreement or to the enforcement of any provision of this Agreement (whether arising in contract, tort, equity or otherwise) may be brought or otherwise commenced in the Court of Chancery of the State of Delaware, the Supreme Court of the State of New York, any state appellate court therefrom within the State States of Delaware Delaware, California or New York, or any federal court located within the State States of Delaware, California or New York. The partiesParties: (i) expressly and irrevocably consent and submit to the jurisdiction of any such court in connection with any such Legal Proceeding; (ii) agree that service of any process, summons, notice or document by U.S. mail addressed as set forth in Section 7.3 shall constitute effective service of such process, summons, notice or document for purposes of any such Legal Proceeding; (iii) agree that the courts of the State of Delaware, California and New York, as described above, shall be deemed to be a convenient forum; and (iv) agree not to assert (by way of motion, as a defense or otherwise), in such court, any claim that such party is not subject personally to the jurisdiction of such court, that such Legal Proceeding has been brought in an inconvenient forum, that the venue of such action or proceeding is improper or that this Agreement or the subject matter of this Agreement may not be enforced in or by such court; and (v) that a judgment in such Legal Proceeding may be enforced in other competent jurisdictions by suit on the judgment or in any other manner provided by Legal Requirements.

Governing Law; Venue; Jurisdiction. (a) This Agreement and any claim, controversy or dispute arising out of or related to this Agreement (whether arising in contract, tort, equity or otherwise) shall be construed in accordance with, and governed in all respects by, the internal laws of the State of Delaware (without giving effect to principles of conflicts of laws). (b) Any Legal Proceeding relating to this Agreement or to the enforcement of any provision of this Agreement (whether arising in contract, tort, equity or otherwise) may be brought or otherwise commenced in the Court of Chancery of the State of Delaware, any state appellate court therefrom within the State of Delaware or any federal court located within the State of Delaware. The parties: (i) expressly and irrevocably consent and submit to the jurisdiction of any such court in connection with any such Legal Proceeding; (ii) agree that service of any process, summons, notice or document by U.S. mail addressed as set forth in Section 7.3 7.4 shall constitute effective service of such process, summons, notice or document for purposes of any such Legal Proceeding; (iii) agree that the courts of the State of Delaware, as described above, shall be deemed to be a convenient forum; (iv) agree not to assert (by way of motion, as a defense or otherwise), in such court, any claim that such party is not subject personally to the jurisdiction of such court, that such Legal Proceeding has been brought in an inconvenient forum, that the venue of such action or proceeding is improper or that this Agreement or the subject matter of this Agreement may not be enforced in or by such court; and (v) that a judgment in such Legal Proceeding may be enforced in other competent jurisdictions by suit on the judgment or in any other manner provided by Legal Requirements.

Governing Law; Venue; Jurisdiction. (a) This Agreement and any claim, controversy or dispute arising out of or related to this Agreement (whether arising in contract, tort, equity or otherwise) The Plan shall be construed in accordance with, and governed in all respects by, under the internal laws of the State District of Delaware (without giving effect to principles of conflicts of laws). (b) Any Legal Proceeding relating to this Agreement or Columbia, to the enforcement of any provision of this Agreement (whether arising in contract, tort, equity or otherwise) may be brought or otherwise commenced in the Court of Chancery of the State of Delaware, any state appellate court therefrom within the State of Delaware or any extent not preempted by federal court located within the State of Delawarelaw. The parties: (i) expressly and parties hereby irrevocably consent and submit to the jurisdiction of any such court in connection with any such Legal Proceeding; (ii) agree that service of any process, summons, notice or document by U.S. mail addressed as set forth in Section 7.3 shall constitute effective service of such process, summons, notice or document for purposes of any such Legal Proceeding; (iii) agree that the federal courts of the State United States of DelawareAmerica located in the District of Columbia, as described abovesolely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, including the Release Agreement. Each of the parties irrevocably agrees that all claims in respect of the interpretation and enforcement of the provisions of the Plan, this Agreement, and the Release Agreement, or with respect to any such action or proceeding, shall be deemed heard and determined in such federal court, and that the jurisdiction of such court with respect thereto shall be exclusive, except solely to be a convenient forum; (iv) agree the extent that such court lawfully decline to exercise such jurisdiction. Each of the parties hereby waives, and agrees not to assert (by way of motionassert, as a defense in any action, suit, or otherwise), in proceeding for the interpretation or enforcement hereof or of any such court, any claim document that such party it is not subject personally to such jurisdiction. Each of the parties hereby waives, and agrees not to assert, to the jurisdiction maximum extent permitted by law, as a defense in any action, suit, or proceeding for the interpretation or enforcement hereof or of any such court, document that such Legal Proceeding has been action, suit, or proceeding may not be brought or is not maintainable in an inconvenient forum, such court or that the venue of such action or proceeding is improper thereof may not be appropriate or that this Agreement or the subject matter of this Agreement any such document may not be enforced in or by such court; . The parties hereby consent to and (vgrant such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 10(c) that a judgment or in such Legal Proceeding other manner as may be enforced in other competent jurisdictions permitted by suit on the judgment or in any other manner provided by Legal Requirementslaw, shall be valid and sufficient service thereof.

Governing Law; Venue; Jurisdiction. (a) This Agreement and any claim, controversy or dispute arising out of or related to this Agreement (whether arising in contract, tort, equity or otherwise) shall be construed in accordance with, and governed in all respects by, the internal laws of the State of Delaware (without giving effect to principles of conflicts of laws). (b) Any Legal Proceeding relating to this Agreement or to the enforcement of any provision of this Agreement (whether arising in contract, tort, equity or otherwise) may be brought or otherwise commenced shall properly and exclusively lie in the Court of Chancery of the State of Delaware, and any state appellate court therefrom within the State of Delaware or (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court located within the State of Delaware). The partiesParties: (i) expressly and irrevocably consent and submit to the exclusive jurisdiction of any such court courts in connection with any such Legal ProceedingProceedings; (ii) agree that service of any process, summons, notice or document by U.S. mail addressed as set forth in Section 7.3 shall constitute effective service of such process, summons, notice or document for purposes of any such Legal Proceeding; (iii) agree that the courts of the State of Delaware, as described above, shall be deemed to be a convenient forum; and (iv) agree not to assert (by way of motion, as a defense or otherwise), in such court, any claim that such party is not subject personally to the jurisdiction of such court, that such Legal Proceeding has been brought in an inconvenient forum, that the venue of such action or proceeding is improper or that this Agreement or the subject matter of this Agreement may not be enforced in or by such court; and (v) that a judgment in such Legal Proceeding may be enforced in other competent jurisdictions by suit on the judgment or in any other manner provided by Legal Requirements.