Common use of Governing Law; Venue; Waiver of Jury Trial Clause in Contracts

Governing Law; Venue; Waiver of Jury Trial. 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 CONFLICTS OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF THE SUBSTANTIVE LAWS OF ANOTHER JURISDICTION. THE PARTIES HERETO (I) ALL AGREE THAT ANY ACTION, PROCEEDING, CLAIM OR DISPUTE ARISING OUT OF, OR RELATING IN ANY WAY TO, THIS AGREEMENT SHALL BE BROUGHT AND ENFORCED IN THE COURTS OF NEW YORK CITY, IN THE STATE OF NEW YORK, AND IRREVOCABLY SUBMIT TO SUCH JURISDICTION AND VENUE, WHICH JURISDICTION AND VENUE SHALL BE EXCLUSIVE AND (II) WAIVE ANY OBJECTION TO SUCH EXCLUSIVE JURISDICTION AND VENUE OR THAT SUCH COURTS REPRESENT AN INCONVENIENT FORUM. THE PARTIES HERETO HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Venue; Waiver of Jury Trial. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT (I) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH UNDER THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT YORK AS APPLIED TO CONFLICTS OF LAW PRINCIPLES THAT WOULD RESULT IN AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK AND (II) THE APPLICATION OF VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THE SUBSTANTIVE LAWS OF ANOTHER JURISDICTION. THE PARTIES HERETO (I) ALL AGREE THAT ANY ACTION, PROCEEDING, CLAIM OR DISPUTE ARISING OUT OF, OR RELATING IN ANY WAY TO, THIS AGREEMENT SHALL BE BROUGHT AND ENFORCED ANY STATE OR FEDERAL COURT IN THE COURTS OF NEW YORK CITY, COUNTY IN THE STATE OF NEW YORK. EACH PARTY HERETO 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 IRREVOCABLY SUBMIT UNCONDITIONALLY WAIVES TO SUCH JURISDICTION AND VENUETHE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WHICH JURISDICTION AND VENUE SHALL BE EXCLUSIVE AND (II) WAIVE ANY OBJECTION TO SUCH EXCLUSIVE JURISDICTION AND VENUE OR THAT SUCH COURTS REPRESENT AN INCONVENIENT FORUM. THE PARTIES HERETO HEREBY WAIVE ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY TRIAL IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH ANY LITIGATION PURSUANT OR RELATING TO THIS AGREEMENT AND OR THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT.

Governing Law; Venue; Waiver of Jury Trial. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF 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 CONFLICTS OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF THE SUBSTANTIVE LAWS OF ANOTHER JURISDICTIONCOLORADO. THE PARTIES HERETO (I) ALL AGREE THAT ANY ACTION, PROCEEDING, CLAIM OR DISPUTE ARISING OUT OF, OR RELATING IN ANY WAY TO, THIS AGREEMENT SHALL BE BROUGHT COMPANY AND ENFORCED IN THE COURTS OF NEW YORK CITY, IN THE STATE OF NEW YORK, AND INVESTORS HEREBY IRREVOCABLY SUBMIT TO SUCH JURISDICTION AND VENUE, WHICH JURISDICTION AND VENUE SHALL BE EXCLUSIVE AND (II) WAIVE ANY OBJECTION TO SUCH THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND VENUE FEDERAL COURTS SITTING IN THE CITY OF DENVER, COLORADO FOR THE ADJUDICATION OF ANY DISPUTE BROUGHT BY THE COMPANY OR THE INVESTOR HEREUNDER, IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS), AND HEREBY IRREVOCABLY WAIVE, AND AGREE NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING BROUGHT BY THE COMPANY OR ANY INVESTOR, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, OR THAT SUCH COURTS REPRESENT AN INCONVENIENT FORUM. THE PARTIES HERETO HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBYSUIT, ACTION OR PROCEEDING IS IMPROPER.

Governing Law; Venue; Waiver of Jury Trial. (i) This Agreement, and any and all claims, proceedings or causes of action relating to this Agreement or arising from this Agreement or the transactions contemplated herein, including, without limitation, tort claims, statutory claims and contract claims, shall be interpreted, construed, governed and enforced under and solely in accordance with the substantive and procedural laws of the State of Delaware, in each case as in effect from time to time and as the same may be amended from time to time, and as applied to agreements performed wholly within the State of Delaware. (ii) ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE CONTEMPLATED TRANSACTIONS SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED INSTITUTED SOLELY IN ACCORDANCE WITH THE LAWS FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF NEW YORKUTAH, WITHOUT GIVING EFFECT IN EACH CASE LOCATED IN UTAH COUNTY, UTAH, AND EACH PARTY IRREVOCABLY SUBMITS TO CONFLICTS THE PERSONAL JURISDICTION OF LAW PRINCIPLES THAT WOULD RESULT SUCH COURTS IN THE APPLICATION OF THE SUBSTANTIVE LAWS OF ANOTHER JURISDICTIONANY SUCH SUIT, ACTION OR PROCEEDING. THE PARTIES HERETO (I) ALL AGREE THAT ANY ACTION, PROCEEDING, CLAIM OR DISPUTE ARISING OUT OF, OR RELATING IN ANY WAY TO, THIS AGREEMENT SHALL BE BROUGHT IRREVOCABLY AND ENFORCED IN THE COURTS OF NEW YORK CITY, IN THE STATE OF NEW YORK, AND IRREVOCABLY SUBMIT TO SUCH JURISDICTION AND VENUE, WHICH JURISDICTION AND VENUE SHALL BE EXCLUSIVE AND (II) UNCONDITIONALLY WAIVE ANY OBJECTION TO SUCH EXCLUSIVE JURISDICTION AND THE LAYING OF VENUE OF ANY SUIT, ACTION OR THAT ANY PROCEEDING IN SUCH COURTS REPRESENT AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. THE PARTIES HERETO HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Venue; Waiver of Jury Trial. THIS AGREEMENT SHALL This Agreement and Grant Certificate shall be governed by, interpreted under, and construed and enforced in accordance with the internal laws, and not the laws pertaining to conflicts or choices of laws, of the State of Delaware applicable to agreements made and to be performed wholly within the State of Delaware. The agreed venue and method for resolving disputes relating to this Agreement and Grant Certificate are set forth in Section 4.3 hereof.. The Grantee, TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKWAIVED, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF THE SUBSTANTIVE LAWS OF ANOTHER JURISDICTION. THE PARTIES HERETO (I) ALL AGREE THAT ANY ACTION, PROCEEDING, CLAIM OR DISPUTE ARISING OUT OF, OR RELATING IN ANY WAY TO, THIS AGREEMENT SHALL BE BROUGHT AND ENFORCED IN THE COURTS OF NEW YORK CITY, IN THE STATE OF NEW YORKWAIVES, AND IRREVOCABLY SUBMIT TO SUCH JURISDICTION AND VENUECOVENANTS THAT THE GRANTEE WILL NOT ASSERT (WHETHER AS PLAINTIFF, WHICH JURISDICTION AND VENUE SHALL BE EXCLUSIVE AND (IIDEFENDANT OR OTHERWISE) WAIVE ANY OBJECTION TO SUCH EXCLUSIVE JURISDICTION AND VENUE OR THAT SUCH COURTS REPRESENT AN INCONVENIENT FORUM. THE PARTIES HERETO HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY TRIAL IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THE PLAN OR ANY LITIGATION PURSUANT TO AWARD AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND AGREES THAT ANY MEMBER OF THE GROUP PARTNERSHIP OR ANY OF ITS AFFILIATES OR THE GRANTEE MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE GROUP PARTNERSHIP AND ITS AFFILIATES, ON THE ONE HAND, AND THE TRANSACTIONS CONTEMPLATED HEREBYGRANTEE, ON THE OTHER HAND, IRREVOCABLY TO WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THE PLAN OR ANY AWARD AGREEMENT, AND THAT ANY SUCH PROCEEDING WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

Governing Law; Venue; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the law of the State of New York (without giving effect to conflict of law principles) as to all matters, including but not limited to matters of validity, construction, effect, performance and remedies. THE PARTIES HERETO AGREE THAT VENUE IN ANY AND ALL ACTIONS AND PROCEEDINGS RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE AND FEDERAL COURTS IN AND FOR THE BOROUGH OF MANHATTAN, NEW YORK, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF THE SUBSTANTIVE LAWS OF ANOTHER JURISDICTION. WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION FOR SUCH PURPOSE, AND THE PARTIES HERETO (I) ALL AGREE THAT ANY ACTION, PROCEEDING, CLAIM OR DISPUTE ARISING OUT OF, OR RELATING IN ANY WAY TO, THIS AGREEMENT SHALL BE BROUGHT AND ENFORCED IN THE COURTS OF NEW YORK CITY, IN THE STATE OF NEW YORK, AND IRREVOCABLY SUBMIT TO SUCH JURISDICTION AND VENUE, WHICH JURISDICTION AND VENUE SHALL BE EXCLUSIVE AND (II) WAIVE ANY OBJECTION TO SUCH THE EXCLUSIVE JURISDICTION AND VENUE OR THAT OF SUCH COURTS REPRESENT AND IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUMFORUM TO THE MAINTENANCE OF ANY SUCH ACTION OR PROCEEDING. SERVICE OF PROCESS MAY BE MADE IN ANY MANNER RECOGNIZED BY SUCH COURTS. EACH OF THE PARTIES HERETO HEREBY WAIVE ANY IRREVOCABLY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS AGREEMENT AND OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Venue; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the law of the State of New York (without giving effect to conflict of law principles) as to all matters, including but not limited to matters of validity, construction, effect, performance and remedies. THE PARTIES HERETO AGREE THAT VENUE IN ANY AND ALL ACTIONS AND PROCEEDINGS RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF AND FEDERAL COURTS IN AND FOR NEW YORK COUNTY, NEW YORK, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF THE SUBSTANTIVE LAWS OF ANOTHER JURISDICTION. WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION FOR SUCH PURPOSE, AND THE PARTIES HERETO (I) ALL AGREE THAT ANY ACTION, PROCEEDING, CLAIM OR DISPUTE ARISING OUT OF, OR RELATING IN ANY WAY TO, THIS AGREEMENT SHALL BE BROUGHT AND ENFORCED IN THE COURTS OF NEW YORK CITY, IN THE STATE OF NEW YORK, AND IRREVOCABLY SUBMIT TO SUCH JURISDICTION AND VENUE, WHICH JURISDICTION AND VENUE SHALL BE EXCLUSIVE AND (II) WAIVE ANY OBJECTION TO SUCH THE EXCLUSIVE JURISDICTION AND VENUE OR THAT OF SUCH COURTS REPRESENT AND IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUMFORUM TO THE MAINTENANCE OF ANY SUCH ACTION OR PROCEEDING. SERVICE OF PROCESS MAY BE MADE IN ANY MANNER RECOGNIZED BY SUCH COURTS. EACH OF THE PARTIES HERETO HEREBY WAIVE ANY IRREVOCABLY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS AGREEMENT AND OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Venue; Waiver of Jury Trial. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF 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 REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW PRINCIPLES THEREOF. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT WOULD RESULT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN THE APPLICATION OF THE SUBSTANTIVE LAWS OF ANOTHER JURISDICTIONANY WAY ANY RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. THE PARTIES HERETO (I) ALL AGREE THAT ANY ACTION, PROCEEDING, CLAIM OR DISPUTE ARISING OUT OF, OR RELATING IN ANY WAY TO, THIS AGREEMENT SHALL BE BROUGHT AND ENFORCED IN THE COURTS OF NEW YORK CITY, IN THE STATE OF NEW YORK, AND IRREVOCABLY SUBMIT TO SUCH JURISDICTION AND VENUE, WHICH JURISDICTION AND VENUE SHALL BE EXCLUSIVE AND (II) WAIVE ANY OBJECTION TO SUCH EXCLUSIVE JURISDICTION AND VENUE OR THAT SUCH COURTS REPRESENT AN INCONVENIENT FORUM. THE PARTIES HERETO HEREBY WAIVE ANY RIGHT ALL RIGHTS TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBYBY JURY.

Governing Law; Venue; Waiver of Jury Trial. (a) THIS AGREEMENT AGREEMENT, AND ALL QUESTIONS RELATING TO ITS VALIDITY, INTERPRETATION, PERFORMANCE AND ENFORCEMENT (INCLUDING, WITHOUT LIMITATION, PROVISIONS CONCERNING LIMITATIONS OF ACTION), SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO CONFLICTS DELAWARE (EXCLUSIVE OF THE CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN PROVISIONS THEREOF) APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE. (b) THE APPLICATION PARTIES (i) AGREE AND CONSENT TO THE JURISDICTION OF THE SUBSTANTIVE LAWS COURT OF ANOTHER JURISDICTION. THE PARTIES HERETO (I) ALL AGREE THAT ANY ACTION, PROCEEDING, CLAIM OR DISPUTE ARISING OUT OF, OR RELATING IN ANY WAY TO, THIS AGREEMENT SHALL BE BROUGHT AND ENFORCED IN THE COURTS CHANCERY OF NEW YORK CITY, IN THE STATE OF NEW YORK, DELAWARE; (ii) ACKNOWLEDGE THAT SUCH COURT SHALL CONSTITUTE PROPER AND IRREVOCABLY SUBMIT CONVENIENT FORUM FOR THE RESOLUTION OF ANY ACTIONS AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF; AND (iii) AGREE THAT SUCH JURISDICTION AND VENUE, WHICH JURISDICTION AND VENUE COURT SHALL BE THE SOLE AND EXCLUSIVE AND (II) WAIVE FORUM FOR THE RESOLUTION OF ANY OBJECTION TO SUCH EXCLUSIVE JURISDICTION AND VENUE OR THAT SUCH COURTS REPRESENT AN INCONVENIENT FORUM. ACTIONS AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF. (c) THE PARTIES HEREBY WAIVE IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, TRIAL BY JURY IN ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBYFOR ANY COUNTERCLAIM THEREIN.

Governing Law; Venue; Waiver of Jury Trial. 13.5.1 The validity, interpretation and performance of this Agreement, and each of its provisions, shall be governed by the laws of the State of Alabama, without giving effect to the principles of conflict of laws. 13.5.2 EACH PARTY HERETO HEREBY AGREES THAT THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ALABAMA AND ANY ALABAMA STATE COURT SITTING IN JEFFERSON COUNTY, ALABAMA SHALL HAVE EXCLUSIVE JURISDICTION FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS AND RESOLVING ALL DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE GOVERNED AGREEMENT. EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAWS LAYING OF THE STATE VENUE OF NEW YORK, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES THAT WOULD RESULT ANY SUCH PROCEEDING BROUGHT IN THE APPLICATION OF THE SUBSTANTIVE LAWS OF ANOTHER JURISDICTION. THE PARTIES HERETO (I) ALL AGREE SUCH A COURT AND ANY CLAIM THAT ANY ACTION, PROCEEDING, CLAIM OR DISPUTE ARISING OUT OF, OR RELATING SUCH PROCEEDING BROUGHT IN ANY WAY TO, THIS AGREEMENT SHALL BE SUCH A COURT HAS BEEN BROUGHT AND ENFORCED IN THE COURTS OF NEW YORK CITY, IN THE STATE OF NEW YORK, AND IRREVOCABLY SUBMIT TO SUCH JURISDICTION AND VENUE, WHICH JURISDICTION AND VENUE SHALL BE EXCLUSIVE AND (II) WAIVE ANY OBJECTION TO SUCH EXCLUSIVE JURISDICTION AND VENUE OR THAT SUCH COURTS REPRESENT AN INCONVENIENT FORUM. THE PARTIES . 13.5.3 EACH PARTY HERETO HEREBY WAIVE IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT LEGAL PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBYAGREEMENT.

Governing Law; Venue; Waiver of Jury Trial. 13.5.1 The validity, interpretation and performance of this Agreement, and each of its provisions, shall be governed by the laws of the State of Alabama, without giving effect to the principles of conflict of laws. 13.5.2 EACH PARTY HERETO XXXXXX AGREES THAT THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ALABAMA AND ANY ALABAMA STATE COURT SITTING IN JEFFERSON COUNTY, ALABAMA SHALL HAVE EXCLUSIVE JURISDICTION FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS AND RESOLVING ALL DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE GOVERNED AGREEMENT. EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAWS LAYING OF THE STATE VENUE OF NEW YORK, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES THAT WOULD RESULT ANY SUCH PROCEEDING BROUGHT IN THE APPLICATION OF THE SUBSTANTIVE LAWS OF ANOTHER JURISDICTION. THE PARTIES HERETO (I) ALL AGREE SUCH A COURT AND ANY CLAIM THAT ANY ACTION, PROCEEDING, CLAIM OR DISPUTE ARISING OUT OF, OR RELATING SUCH PROCEEDING BROUGHT IN ANY WAY TO, THIS AGREEMENT SHALL BE SUCH A COURT HAS BEEN BROUGHT AND ENFORCED IN THE COURTS OF NEW YORK CITY, IN THE STATE OF NEW YORK, AND IRREVOCABLY SUBMIT TO SUCH JURISDICTION AND VENUE, WHICH JURISDICTION AND VENUE SHALL BE EXCLUSIVE AND (II) WAIVE ANY OBJECTION TO SUCH EXCLUSIVE JURISDICTION AND VENUE OR THAT SUCH COURTS REPRESENT AN INCONVENIENT FORUM. THE PARTIES . 13.5.3 EACH PARTY HERETO HEREBY WAIVE IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT LEGAL PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBYAGREEMENT.

Governing Law; Venue; Waiver of Jury Trial. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, YORK WITHOUT GIVING EFFECT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW PRINCIPLES THAT WOULD RESULT IN LAW. EACH PARTY HERETO HEREBY SUBMITS TO THE APPLICATION NONEXCLUSIVE JURISDICTION OF THE SUBSTANTIVE LAWS OF ANOTHER JURISDICTION. UNITED STATES DISTRICT COURT FOR THE PARTIES HERETO (I) ALL AGREE THAT ANY ACTION, PROCEEDING, CLAIM OR DISPUTE ARISING OUT OF, OR RELATING IN ANY WAY TO, THIS AGREEMENT SHALL BE BROUGHT AND ENFORCED IN THE COURTS OF NEW YORK CITY, IN THE STATE SOUTHERN DISTRICT OF NEW YORK, AND OF ANY NEW YORK STATE COURT SITTING IN NEW YORK CITY, COUNTY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO IRREVOCABLY SUBMIT WAIVES, TO SUCH JURISDICTION AND VENUETHE FULLEST EXTENT PERMITTED BY LAW, WHICH JURISDICTION AND VENUE SHALL BE EXCLUSIVE AND (II) WAIVE ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH EXCLUSIVE JURISDICTION PROCEEDING BROUGHT IN SUCH A COURT AND VENUE OR ANY CLAIM THAT ANY SUCH COURTS REPRESENT PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. THE PARTIES HERETO HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT EACH PARTY TO THIS AGREEMENT 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.

Governing Law; Venue; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Florida (without giving effect to conflict of law principles) as to all matters, including but not limited to matters of validity, construction, effect, performance and remedies. (b) THE PARTIES HERETO AGREE THAT VENUE IN ANY AND ALL ACTIONS AND PROCEEDINGS RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS CIRCUIT COURT OF THE STATE OF NEW YORKFLORIDA IN INDIAN RIVER COUNTY, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF THE SUBSTANTIVE LAWS OF ANOTHER JURISDICTION. FLORIDA, WHICH COURT SHALL HAVE EXCLUSIVE JURISDICTION FOR SUCH PURPOSE AND THE PARTIES HERETO (I) ALL AGREE THAT ANY ACTION, PROCEEDING, CLAIM OR DISPUTE ARISING OUT OF, OR RELATING IN ANY WAY TO, THIS AGREEMENT SHALL BE BROUGHT AND ENFORCED IN THE COURTS OF NEW YORK CITY, IN THE STATE OF NEW YORK, AND IRREVOCABLY SUBMIT TO SUCH JURISDICTION AND VENUE, WHICH JURISDICTION AND VENUE SHALL BE EXCLUSIVE AND (II) WAIVE ANY OBJECTION TO SUCH THE EXCLUSIVE JURISDICTION OF SUCH COURT AND VENUE OR THAT SUCH COURTS REPRESENT IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUMFORUM TO THE MAINTENANCE OF ANY SUCH ACTION OR PROCEEDING. SERVICE OF PROCESS MAY BE MADE IN ANY MANNER RECOGNIZED BY SUCH COURT. (c) EACH OF THE PARTIES HERETO HEREBY WAIVE ANY IRREVOCABLY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS AGREEMENT AND OR THE TRANSACTIONS CONTEMPLATED HEREBY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT, AND SHALL SURVIVE THE CLOSING OR TERMINATION OF THIS AGREEMENT.

Governing Law; Venue; Waiver of Jury Trial. (a) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, YORK INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAWS WITHOUT GIVING EFFECT REGARD TO PRINCIPLES OF CONFLICTS OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF THE SUBSTANTIVE LAWS OF ANOTHER JURISDICTION. LAW. (b) THE PARTIES HERETO (I) ALL AGREE THAT ANY ACTION, PROCEEDING, CLAIM OR DISPUTE ARISING OUT OF, OR RELATING IN ANY WAY TO, THIS AGREEMENT SHALL BE BROUGHT AND ENFORCED IN THE COURTS OF NEW YORK CITY, TO SUBMIT TO PERSONAL JURISDICTION IN THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT AND, IN FURTHERANCE OF SUCH AGREEMENT, THE PARTIES HEREBY AGREE AND CONSENT THAT, WITHOUT LIMITING OTHER METHODS OF OBTAINING JURISDICTION, PERSONAL JURISDICTION OVER THE PARTIES IN ANY SUCH ACTION OR PROCEEDING MAY BE OBTAINED WITHIN OR WITHOUT THE JURISDICTION OF ANY COURT LOCATED IN NEW YORK, NEW YORK. EACH PARTY HERETO HEREBY EXPRESSLY WAIVES ANY AND IRREVOCABLY SUBMIT ALL RIGHTS THAT IT MAY HAVE TO MAKE ANY OBJECTIONS BASED ON JURISDICTION OR VENUE TO ANY ACTION BROUGHT TO ENFORCE THIS AGREEMENT IN ANY SUCH JURISDICTION AND VENUE, WHICH JURISDICTION AND VENUE SHALL BE EXCLUSIVE AND (II) WAIVE ANY OBJECTION TO SUCH EXCLUSIVE JURISDICTION AND VENUE OR THAT SUCH COURTS REPRESENT AN INCONVENIENT FORUMCOURT IN ACCORDANCE WITH THE ABOVE PROVISIONS. THE PARTIES HERETO HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO PROVISIONS OF THIS AGREEMENT AND SECTION 7.11 SHALL SURVIVE THE TRANSACTIONS CONTEMPLATED HEREBYCLOSING.