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

Governing Law; Venue; Waiver of Trial by Jury. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to principles of conflict of laws. In the event of litigation arising hereunder, the parties agree that the venue for such litigation shall be the state and federal courts in New York, New York having jurisdiction over the parties and the dispute. The parties irrevocably waive any objection, which any of them may now or hereafter have to the bringing of any such action or proceeding in such jurisdictions, including any objection to the laying of venue based on the grounds of forum non-conveniens and any objection based on the grounds of lack of in-personam jurisdiction. IN ANY LITIGATION ARISING FROM OR RELATED TO THIS AGREEMENT, THE PARTIES HERETO EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EACH MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF EITHER PARTY TO THE AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR TCMC AND SOJITZ TO ENTER INTO THIS AGREEMENT. Should it become necessary for either party hereto to enforce rights and/or obligations outlined herein, the prevailing party shall be entitled to recover all reasonable costs associated therewith, including reasonable legal fees.

Governing Law; Venue; Waiver of Trial by Jury. This Agreement shall be governed solely and exclusively by and construed in accordance with the internal laws of the State of New York, California without regard to the conflicts of laws principles thereof. The Parties hereto hereby expressly and irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this Agreement shall be brought solely in a federal or state court located in the County of conflict Alameda, California. By its execution hereof, the Parties hereby covenant and irrevocably submit to the in personam jurisdiction of lawsthe federal and state courts located in the State of California and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in the State of California. The Parties hereto expressly and irrevocably waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in person jurisdiction with respect thereto. In the event of litigation arising hereunder, the parties agree that the venue for such litigation shall be the state and federal courts in New York, New York having jurisdiction over the parties and the dispute. The parties irrevocably waive any objection, which any of them may now or hereafter have to the bringing of any such action or proceeding in such jurisdictionsproceeding, including any objection the Party prevailing therein shall be entitled to payment from the laying other Party hereto of venue based on the grounds of forum non-conveniens its reasonable counsel fees and any objection based on the grounds of lack of in-personam jurisdictiondisbursements. IN EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY LITIGATION ARISING FROM CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT OR RELATED ANY AGREEMENT EXECUTED PURSUANT TO THIS AGREEMENTAGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, THE PARTIES HERETO EACH AND THEREFORE IT HEREBY KNOWINGLY, VOLUNTARILY IRREVOCABLY AND INTENTIONALLY WAIVE THE UNCONDITIONALLY WAIVES ANY RIGHT EACH IT MAY HAVE TO A TRIAL BY JURY WITH IN RESPECT TO OF ANY LITIGATION BASED HEREON, DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OF OR IN CONNECTION WITH RELATING TO THIS AGREEMENT, AGREEMENT OR ANY COURSE AGREEMENT EXECUTED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF CONDUCTANY OTHER PARTY HAS REPRESENTED, COURSE EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF DEALINGLITIGATION, STATEMENTS SEEK TO ENFORCE THE FOREGOING WAIVER, (WHETHER ORAL OR WRITTENii) OR ACTIONS IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF EITHER PARTY TO THE AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR TCMC SUCH WAIVER, (iii) IT MAKES SUCH WAIVER VOLUNTARILY, AND SOJITZ (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT. Should it become necessary for either party hereto to enforce rights and/or obligations outlined hereinAGREEMENT BY, the prevailing party shall be entitled to recover all reasonable costs associated therewithAMONG OTHER THINGS, including reasonable legal feesTHE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.5.

Governing Law; Venue; Waiver of Trial by Jury. This Agreement shall be deemed to be made in the State of New York, and the validity, interpretation, construction and performance of this Agreement in all respects shall be governed by and construed in accordance with the internal laws of the State of New York, York without regard to its principles of conflict conflicts of lawslaw. In No provision of this Agreement or any related document will be construed against or interpreted to the event disadvantage of litigation arising hereunderany Party hereto by any court or other governmental or judicial authority by reason of such Party having or being deemed to have structured or drafted such provision. Except as otherwise specifically provided herein, the parties agree Executive and the Company each hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York (or, if subject matter jurisdiction in that court is not available, in any state court located within the venue for such litigation shall be the state and federal courts in Borough of Manhattan, New York) over any dispute arising out of or relating to this Agreement. Except as otherwise specifically provided in this Agreement, New York having jurisdiction over the parties Parties undertake not to commence any suit, action or proceeding arising out of or relating to this Agreement in a forum other than a forum described in this Section 9F; provided, however, that nothing herein shall preclude the Company from bringing any suit, action or proceeding in any other court for the purposes of enforcing the provisions of this Section 9F or enforcing any judgment obtained by the Company. The agreement of the Parties to the forum described in this Section 9 is independent of the law that may be applied in any suit, action, or proceeding and the disputeParties agree to such forum even if such forum may under applicable law choose to apply non-forum law. The parties irrevocably waive Parties hereby waive, to the fullest extent permitted by applicable law, any objection, objection which any of them may they now or hereafter have to the bringing of any such action personal jurisdiction or proceeding in such jurisdictions, including any objection to the laying of venue based on of any such suit, action or proceeding brought in an applicable court described in this Section 9F, and the grounds of forum Parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The Parties agree that, to the fullest extent permitted by applicable law, a final and non-conveniens appealable judgment in any suit, action or proceeding brought in any applicable court described in this Section 9F shall be conclusive and binding upon the Parties and may be enforced in any objection based on the grounds of lack of in-personam other jurisdiction. IN ANY LITIGATION ARISING FROM OR RELATED TO THIS AGREEMENTThe Parties hereto irrevocably consent to the service of any and all process in any suit, THE PARTIES HERETO EACH HEREBY KNOWINGLYaction or proceeding arising out of or relating to this Agreement by the mailing of copies of such process to such Party at such Party’s address specified in Section 9A. Each Party hereto hereby waives, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EACH MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED HEREONto the fullest extent permitted by applicable law, OR ARISING OUT OFany right it may have to a trial by jury in respect of any suit, UNDER OR IN CONNECTION WITH THIS AGREEMENTaction or proceeding arising out of or relating to this Agreement. Each Party hereto (i) certifies that no representative, OR ANY COURSE OF CONDUCTagent or attorney of any other Party has represented, COURSE OF DEALINGexpressly or otherwise, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF EITHER PARTY TO THE AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR TCMC AND SOJITZ TO ENTER INTO THIS AGREEMENT. Should it become necessary for either party hereto that such Party would not, in the event of any action, suit or proceeding, seek to enforce rights and/or obligations outlined hereinthe foregoing waiver and (ii) acknowledges that it and the other Party hereto has been induced to enter into this Agreement by, among other things, the prevailing party mutual waiver and certifications in this Section 9F. Each Party shall be entitled to recover all reasonable bear its own costs associated therewith, and expenses (including reasonable legal attorneys’ fees and expenses) incurred in connection with any dispute arising out of or relating to this Agreement (except to the extent that a court orders one of the Parties to pay the fees, costs and expenses of the other Party).

Governing Law; Venue; Waiver of Trial by Jury. This Agreement shall be deemed to be made in the State of New York, and the validity, interpretation, construction and performance of this Agreement in all respects shall be governed by and construed in accordance with the internal laws of the State of New York, York without regard to its principles of conflict conflicts of lawslaw. In No provision of this Agreement or any related document will be construed against or interpreted to the event disadvantage of litigation arising hereunderany Party hereto by any court or other governmental or judicial authority by reason of such Party having or being deemed to have structured or drafted such provision. The Executive acknowledges and agrees that Executive was represented by counsel and has expressly agreed to the provisions in this Agreement, including without limitation this Section 9. Except as otherwise specifically provided herein, the parties agree Executive and the Company each hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York (or, if subject matter jurisdiction in that court is not available, in any state court located within the venue for such litigation shall be the state and federal courts in Borough of Manhattan, New York) over any dispute arising out of or relating to this Agreement. Except as otherwise specifically provided in this Agreement, New York having jurisdiction over the parties Parties undertake not to commence any suit, action or proceeding arising out of or relating to this Agreement in a forum other than a forum described in this Section 9F; provided, however, that nothing herein shall preclude the Company from bringing any suit, action or proceeding in any other court for the purposes of enforcing the provisions of this Section 9F or enforcing any judgment obtained by the Company. The agreement of the Parties to the forum described in this Section 9 is independent of the law that may be applied in any suit, action, or proceeding and the disputeParties agree to such forum even if such forum may under applicable law choose to apply non-forum law. The parties irrevocably waive Parties hereby waive, to the fullest extent permitted by applicable law, any objection, objection which any of them may they now or hereafter have to the bringing of any such action personal jurisdiction or proceeding in such jurisdictions, including any objection to the laying of venue based on of any such suit, action or proceeding brought in an applicable court described in this Section 9F, and the grounds of forum Parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The Parties agree that, to the fullest extent permitted by applicable law, a final and non-conveniens appealable judgment in any suit, action or proceeding brought in any applicable court described in this Section 9F shall be conclusive and binding upon the Parties and may be enforced in any objection based on the grounds of lack of in-personam other jurisdiction. IN ANY LITIGATION ARISING FROM OR RELATED TO THIS AGREEMENTThe Parties hereto irrevocably consent to the service of any and all process in any suit, THE PARTIES HERETO EACH HEREBY KNOWINGLYaction or proceeding arising out of or relating to this Agreement by the mailing of copies of such process to such Party at such Party’s address specified in Section 9A. Each Party hereto hereby waives, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EACH MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED HEREONto the fullest extent permitted by applicable law, OR ARISING OUT OFany right it may have to a trial by jury in respect of any suit, UNDER OR IN CONNECTION WITH THIS AGREEMENTaction or proceeding arising out of or relating to this Agreement. Each Party hereto (i) certifies that no representative, OR ANY COURSE OF CONDUCTagent or attorney of any other Party has represented, COURSE OF DEALINGexpressly or otherwise, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF EITHER PARTY TO THE AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR TCMC AND SOJITZ TO ENTER INTO THIS AGREEMENT. Should it become necessary for either party hereto that such Party would not, in the event of any action, suit or proceeding, seek to enforce rights and/or obligations outlined hereinthe foregoing waiver and (ii) acknowledges that it and the other Party hereto has been induced to enter into this Agreement by, among other things, the prevailing party mutual waiver and certifications in this Section 9F. Each Party shall be entitled to recover all reasonable bear its own costs associated therewith, and expenses (including reasonable legal attorneys’ fees and expenses) incurred in connection with any dispute arising out of or relating to this Agreement (except to the extent that a court orders one of the Parties to pay the fees, costs and expenses of the other Party).

Governing Law; Venue; Waiver of Trial by Jury. This Agreement shall be deemed to be made in the State of New York, and the validity, interpretation, construction and performance of this Agreement in all respects shall be governed by and construed in accordance with the internal laws of the State of New York, York without regard to its principles of conflict conflicts of lawslaw. In No provision of this Agreement or any related document will be construed against or interpreted to the event disadvantage of litigation arising hereunderany party hereto by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured or drafted such provision. Except as otherwise specifically provided herein, the parties agree Executive and the Company each hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York (or, if subject matter jurisdiction in that court is not available, in any state court located within the venue for such litigation shall be the state and federal courts in Borough of Manhattan, New York) over any dispute arising out of or relating to this Agreement. Except as otherwise specifically provided in this Agreement, New York having jurisdiction over the parties Parties undertake not to commence any suit, action or proceeding arising out of or relating to this Agreement in a forum other than a forum described in this Section 10F; provided, however, that nothing herein shall preclude the Company from bringing any suit, action or proceeding in any other court for the purposes of enforcing the provisions of this Section 10F or enforcing any judgment obtained by the Company. The agreement of the Parties to the forum described in this Section 10 is independent of the law that may be applied in any suit, action, or proceeding and the disputeParties agree to such forum even if such forum may under applicable law choose to apply non-forum law. The parties irrevocably waive Parties hereby waive, to the fullest extent permitted by applicable law, any objection, objection which any of them may they now or hereafter have to the bringing of any such action personal jurisdiction or proceeding in such jurisdictions, including any objection to the laying of venue based on of any such suit, action or proceeding brought in an applicable court described in this Section 10F, and the grounds of forum Parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The Parties agree that, to the fullest extent permitted by applicable law, a final and non-conveniens appealable judgment in any suit, action or proceeding brought in any applicable court described in this Section 10F shall be conclusive and binding upon the Parties and may be enforced in any objection based on the grounds of lack of in-personam other jurisdiction. IN ANY LITIGATION ARISING FROM OR RELATED TO THIS AGREEMENTThe Parties hereto irrevocably consent to the service of any and all process in any suit, THE PARTIES HERETO EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EACH MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF EITHER PARTY TO THE AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR TCMC AND SOJITZ TO ENTER INTO THIS AGREEMENT. Should it become necessary for either action or proceeding arising out of or relating to this Agreement by the mailing of copies of such process to such party at such party’s address specified in Section 10A. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit or proceeding, seek to enforce rights and/or obligations outlined hereinthe foregoing waiver and (ii) acknowledges that it and the other party hereto has been induced to enter into this Agreement by, among other things, the prevailing mutual waiver and certifications in this Section 10F. Each party shall be entitled to recover all reasonable bear its own costs associated therewith, and expenses (including reasonable legal attorneys’ fees and expenses) incurred in connection with any dispute arising out of or relating to this Agreement (except to the extent that a court orders one of the parties to pay the fees, costs and expenses of the other party).