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

Governing Law; Venue; Waiver of Jury Trial. This Agreement, the rights of the parties and all claims, actions, causes of action, suits, litigation, controversies, hearings, charges, complaints or proceedings arising in whole or in part under or in connection herewith, will be governed by and construed in accordance with the domestic substantive laws of the State of New York, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction. Both the Executive and the Company agree to appear before and submit exclusively to the jurisdiction of the United States District Court for the Southern District of New York with respect to any controversy, dispute, or claim arising out of or relating to this Agreement or the Executive’s employment or service with the Company or any of its affiliates (or the termination thereof), or if such controversy, dispute or claim may not be brought in federal court, to the state courts located in New York, New York and, in each case, the applicable courts of appeals of such court. Both the Executive and the Company also agree to waive, to the fullest possible extent, the defense of an inconvenient forum or lack of jurisdiction. The Executive further consents to service of process in the State of New York. THE COMPANY AND THE EXECUTIVE HEREBY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR THE EXECUTIVE’S EMPLOYMENT OR SERVICE WITH THE COMPANY OR ANY OF ITS AFFILIATES (OR THE TERMINATION THEREOF), OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT OF THIS AGREEMENT (WHETHER ARISING IN CONTRACT, EQUITY, TORT OR OTHERWISE).

Governing Law; Venue; Waiver of Jury Trial. This Agreement, the rights Each Transaction Document shall be deemed to have been executed and delivered in New York and each of the parties Transaction Documents and all claims, actions, causes of action, suits, litigation, controversies, hearings, charges, complaints or proceedings arising in whole or in part under or in connection herewith, will the transactions contemplated hereby and thereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and construed without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of Representative and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to the Transaction Documents and/or the transactions contemplated hereby or thereby shall be instituted exclusively in accordance with the domestic substantive laws Supreme Court of the State of New York, without giving effect New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to any choice or conflict of law provision or rule that would cause the application of the laws venue of any other jurisdiction. Both the Executive such suit, action or proceeding, and the Company agree to appear before and submit exclusively (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York with respect to in any controversysuch suit, dispute, action or claim arising out proceeding. Each of or relating to this Agreement or the Executive’s employment or service with Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or any proceeding in the Supreme Court of its affiliates (or the termination thereof), or if such controversy, dispute or claim may not be brought in federal court, to the state courts located in State of New York, New York andCounty, or in each case, the applicable courts United States District Court for the Southern District of appeals of such court. Both the Executive New York and the Company also agree to waive, to the fullest possible extent, the defense of an inconvenient forum or lack of jurisdiction. The Executive further consents to agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the State Company, in any such suit, action or proceeding, and service of New Yorkprocess upon the Representative mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE COMPANY AND THE EXECUTIVE HEREBY WAIVEPARTIES HERETO (ON BEHALF OF THEMSELVES, THEIR SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION IN ANY COURT WITH RESPECT TOCLAIM BASED UPON, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR THE EXECUTIVE’S EMPLOYMENT OR SERVICE IN CONNECTION WITH THE COMPANY OR ANY OF ITS AFFILIATES (OR TRANSACTION DOCUMENTS AND THE TERMINATION THEREOF), OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT OF THIS AGREEMENT (WHETHER ARISING IN CONTRACT, EQUITY, TORT OR OTHERWISE)TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.

Governing Law; Venue; Waiver of Jury Trial. This Agreement, the rights of the parties and all claims, actions, causes of action, suits, litigation, controversies, hearings, charges, complaints or proceedings arising in whole or in part under or in connection herewith, will Agreement shall be governed by and construed in accordance with the domestic substantive laws of the State of New York, Texas without giving effect regard to any choice principles of conflicts of law. All actions or conflict of law provision proceedings arising in connection with this Agreement or rule that would cause the application of the laws of any other jurisdiction. Both the Executive and the Company agree to appear before and submit exclusively with respect to the jurisdiction Executive’s employment hereunder shall be tried and litigated exclusively in the federal or state courts located in Hxxxxx County, Texas, and accordingly each party hereby waives any right it may have to assert the doctrine of the United States District Court for the Southern District of New York forum non-conveniens or similar doctrine or to object to venue with respect to any controversyproceeding brought in accordance with this Agreement, and stipulates that the federal or state courts located in Hxxxxx County, Texas shall have in personam jurisdiction and venue over such party for the purpose of litigating any dispute, controversy or claim proceeding arising out of or relating related to this Agreement or with respect to the Executive’s employment or service with the Company or any of its affiliates (or the termination thereof)hereunder. AS A SPECIFICALLY BARGAINED INDUCEMENT FOR EACH OF THE PARTIES TO ENTER INTO THIS AGREEMENT, or if such controversyEACH PARTY TO THIS AGREEMENT, dispute or claim may not be brought in federal courtFOR ITSELF AND ITS AFFILIATES, to the state courts located in New York, New York and, in each case, the applicable courts of appeals of such court. Both the Executive and the Company also agree to waive, to the fullest possible extent, the defense of an inconvenient forum or lack of jurisdiction. The Executive further consents to service of process in the State of New York. THE COMPANY HEREBY IRREVOCABLY AND THE EXECUTIVE HEREBY WAIVE, UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LAW ANY RIGHT TO TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TOACTION, IN CONNECTION WITHPROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE ACTIONS OF THE PARTIES HERETO OR THEIR RESPECTIVE AFFILIATES PURSUANT TO THIS AGREEMENT OR IN THE EXECUTIVE’S EMPLOYMENT OR SERVICE WITH THE COMPANY OR ANY OF ITS AFFILIATES (OR THE TERMINATION THEREOF)NEGOTIATION, OR THE VALIDITYADMINISTRATION, PROTECTION, INTERPRETATION, COLLECTION PERFORMANCE OR ENFORCEMENT OF THIS AGREEMENT (WHETHER ARISING IN CONTRACT, EQUITY, TORT OR OTHERWISE)AGREEMENT.

Governing Law; Venue; Waiver of Jury Trial. This Agreement, the rights of the parties and all claims, actions, causes of action, suits, litigation, controversies, hearings, charges, complaints or proceedings arising in whole or in part under or in connection herewith, will be governed by and construed in accordance with the domestic substantive laws of the State of New York, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction. Both the Executive and the Company agree to appear before and submit exclusively to the jurisdiction of the United States District Court for the Southern District of New York with respect to any controversy, dispute, or claim arising out of or relating to this Agreement or the Executive’s employment or service with the Company or any of its affiliates (or the termination thereof), or if such controversy, dispute or claim may not be brought in federal court, to the state courts located in New York, New York and, in each case, the applicable courts of appeals of such court. Both the Executive and the Company also agree to waive, to the fullest possible extent, the defense of an inconvenient forum or lack of jurisdiction. The Executive further consents to service of process in the State of New York. THE COMPANY AND THE EXECUTIVE HEREBY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR THE EXECUTIVE’S EMPLOYMENT OR SERVICE WITH THE COMPANY OR ANY OF ITS AFFILIATES (OR THE TERMINATION THEREOF), OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT OF THIS AGREEMENT (WHETHER ARISING IN CONTRACT, EQUITY, TORT OR OTHERWISE). Certain identified information has been omitted from this exhibit because it is not material and would likely cause competitive harm to the registrant if publicly disclosed. [***] indicates that information has been omitted.

Governing Law; Venue; Waiver of Jury Trial. This Agreement, the rights Each Transaction Document shall be deemed to have been executed and delivered in New York and each of the parties Transaction Documents and all claims, actions, causes of action, suits, litigation, controversies, hearings, charges, complaints or proceedings arising in whole or in part under or in connection herewith, will the transactions contemplated hereby and thereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and construed without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law) to the extent that the same would result in accordance with the domestic substantive application of the laws of another jurisdiction. Each of Representative and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to the Transaction Documents and/or the transactions contemplated hereby or thereby shall be instituted exclusively in the Supreme Court of the State of New York, without giving effect New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to any choice or conflict of law provision or rule that would cause the application of the laws venue of any other jurisdiction. Both the Executive such suit, action or proceeding, and the Company agree to appear before and submit exclusively (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York with respect to in any controversysuch suit, dispute, action or claim arising out proceeding. Each of or relating to this Agreement or the Executive’s employment or service with Representative and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or any proceeding in the Supreme Court of its affiliates (or the termination thereof), or if such controversy, dispute or claim may not be brought in federal court, to the state courts located in State of New York, New York andCounty, or in each case, the applicable courts United States District Court for the Southern District of appeals of such court. Both the Executive New York and the Company also agree to waive, to the fullest possible extent, the defense of an inconvenient forum or lack of jurisdiction. The Executive further consents to agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the State Company, in any such suit, action or proceeding, and service of New Yorkprocess upon the Representative mailed by certified mail to the Representative’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Representative, in any such suit, action or proceeding. THE COMPANY AND THE EXECUTIVE HEREBY WAIVEPARTIES HERETO (ON BEHALF OF THEMSELVES, THEIR SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF THEIR RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION IN ANY COURT WITH RESPECT TOCLAIM BASED UPON, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR THE EXECUTIVE’S EMPLOYMENT OR SERVICE IN CONNECTION WITH THE COMPANY OR ANY OF ITS AFFILIATES (OR TRANSACTION DOCUMENTS AND THE TERMINATION THEREOF), OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT OF THIS AGREEMENT (WHETHER ARISING IN CONTRACT, EQUITY, TORT OR OTHERWISE)TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.

Governing Law; Venue; Waiver of Jury Trial. This Agreement, the rights of the parties and all claims, actions, causes of action, suits, litigation, controversies, hearings, charges, complaints or proceedings arising in whole or in part under or in connection herewith, will be governed by and construed in accordance with the domestic substantive laws of the State of New YorkConnecticut, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction. Both the Executive and the Company agree to appear before and submit exclusively to the jurisdiction of the United States District Court for the Southern District of New York Connecticut with respect to any controversy, dispute, or claim arising out of or relating to this Agreement or the Executive’s employment or service with the Company or any of its affiliates (or the termination thereof), or if such controversy, dispute or claim may not be brought in federal court, to the state courts located in New YorkHaven, New York Connecticut and, in each case, the applicable courts of appeals of such court. Both the Executive and the Company also agree to waive, to the fullest possible extent, the defense of an inconvenient forum or lack of jurisdiction. The Executive further consents to service of process in the State of New YorkConnecticut. THE COMPANY AND THE EXECUTIVE HEREBY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR THE EXECUTIVE’S EMPLOYMENT OR SERVICE WITH THE COMPANY OR ANY OF ITS AFFILIATES (OR THE TERMINATION THEREOF), OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT OF THIS AGREEMENT (WHETHER ARISING IN CONTRACT, EQUITY, TORT OR OTHERWISE).