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 solely and exclusively by and construed in accordance with the internal laws of the State of 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 Alameda, California. By its execution hereof, the Parties hereby covenant and irrevocably submit to the in personam jurisdiction of the 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 any such action or proceeding, the Party prevailing therein shall be entitled to payment from the other Party hereto of its reasonable counsel fees and disbursements. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT OR ANY AGREEMENT EXECUTED PURSUANT TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY 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 ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (iii) IT MAKES SUCH WAIVER VOLUNTARILY, AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE 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 solely and exclusively by and construed in accordance with the internal laws of the State of California New York without regard to the its principles of conflicts of laws principles thereoflaw. No provision of this Agreement or any related document will be construed against or interpreted to the disadvantage of any 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 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 Borough of Manhattan, New York) over any dispute arising out of or relating to this Agreement. Except as otherwise specifically provided in this Agreement, the 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 Parties agree to such forum even if such forum may under applicable law choose to apply non-forum law. The Parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in an applicable court described in this Section 9F, and the 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-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 other jurisdiction. The Parties hereto hereby expressly irrevocably consent to the service of any and irrevocably agree that all process in any suit suit, action or proceeding arising directly and/or indirectly pursuant out of or relating to or under this Agreement shall be brought solely by the mailing of copies of such process to such Party at such Party’s address specified in a federal or state court located in the County of AlamedaSection 9A. Each Party hereto hereby waives, California. By its execution hereof, the Parties hereby covenant and irrevocably submit to the fullest extent permitted by applicable law, any right it may have to a trial by jury in personam jurisdiction respect of the federal and state courts located in the State of California and agree that any process in any such suit, 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 arising out of or relating to this Agreement. Each Party hereto (i) certifies that no representative, agent or attorney of any defense other Party has represented, expressly or lack of otherwise, that such Party would not, in person jurisdiction with respect thereto. In the event of any such action action, suit or proceeding, seek to enforce the Party prevailing therein shall be entitled to payment from foregoing waiver and (ii) acknowledges that it and the other Party hereto of has been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 9F. Each Party shall bear its own costs and expenses (including reasonable counsel attorneys’ fees and disbursements. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT OR ANY AGREEMENT EXECUTED PURSUANT TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUESexpenses) 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, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY 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 ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (iii) IT MAKES SUCH WAIVER VOLUNTARILY, AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.5costs 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 solely and exclusively by and construed in accordance with the internal laws of the State of California New York without regard to the its principles of conflicts of laws principles thereoflaw. No provision of this Agreement or any related document will be construed against or interpreted to the disadvantage of any 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 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 Borough of Manhattan, New York) over any dispute arising out of or relating to this Agreement. Except as otherwise specifically provided in this Agreement, the 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 Parties agree to such forum even if such forum may under applicable law choose to apply non-forum law. The Parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in an applicable court described in this Section 10F, and the 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-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 other jurisdiction. The Parties hereto hereby expressly irrevocably consent to the service of any and irrevocably agree that all process in any suit suit, action or proceeding arising directly and/or indirectly pursuant out of or relating to or under this Agreement shall be brought solely by the mailing of copies of such process to such party at such party’s address specified in a federal or state court located in the County of AlamedaSection 10A. Each party hereto hereby waives, California. By its execution hereof, the Parties hereby covenant and irrevocably submit to the fullest extent permitted by applicable law, any right it may have to a trial by jury in personam jurisdiction respect of the federal and state courts located in the State of California and agree that any process in any such suit, 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 arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent or attorney of any defense other party has represented, expressly or lack of otherwise, that such party would not, in person jurisdiction with respect thereto. In the event of any such action action, suit or proceeding, seek to enforce the Party prevailing therein shall be entitled to payment from the other Party hereto of its reasonable counsel fees foregoing waiver and disbursements. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT OR ANY AGREEMENT EXECUTED PURSUANT TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY 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 ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERacknowledges that it and the other party hereto has been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 10F. Each party shall bear its own costs and expenses (iiiincluding reasonable attorneys’ fees and expenses) IT MAKES SUCH WAIVER VOLUNTARILYincurred 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, AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.5costs 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 solely and exclusively by and construed in accordance with the internal laws of the State of California New York without regard to the its principles of conflicts of laws principles thereoflaw. No provision of this Agreement or any related document will be construed against or interpreted to the disadvantage of any 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 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 Borough of Manhattan, New York) over any dispute arising out of or relating to this Agreement. Except as otherwise specifically provided in this Agreement, the 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 Parties agree to such forum even if such forum may under applicable law choose to apply non-forum law. The Parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in an applicable court described in this Section 9F, and the 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-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 other jurisdiction. The Parties hereto hereby expressly irrevocably consent to the service of any and irrevocably agree that all process in any suit suit, action or proceeding arising directly and/or indirectly pursuant out of or relating to or under this Agreement shall be brought solely by the mailing of copies of such process to such Party at such Party’s address specified in a federal or state court located in the County of AlamedaSection 9A. Each Party hereto hereby waives, California. By its execution hereof, the Parties hereby covenant and irrevocably submit to the fullest extent permitted by applicable law, any right it may have to a trial by jury in personam jurisdiction respect of the federal and state courts located in the State of California and agree that any process in any such suit, 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 arising out of or relating to this Agreement. Each Party hereto (i) certifies that no representative, agent or attorney of any defense other Party has represented, expressly or lack of otherwise, that such Party would not, in person jurisdiction with respect thereto. In the event of any such action action, suit or proceeding, seek to enforce the Party prevailing therein shall be entitled to payment from foregoing waiver and (ii) acknowledges that it and the other Party hereto of has been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 9F. Each Party shall bear its own costs and expenses (including reasonable counsel attorneys’ fees and disbursements. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT OR ANY AGREEMENT EXECUTED PURSUANT TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUESexpenses) 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, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY 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 ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (iii) IT MAKES SUCH WAIVER VOLUNTARILY, AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.5costs and expenses of the other Party).

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 California New York, without regard to the conflicts principles 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 conflict of Alameda, California. By its execution hereof, the Parties hereby covenant and irrevocably submit to the in personam jurisdiction of the 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 theretolaws. 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 proceedingproceeding in such jurisdictions, including any objection to the Party prevailing therein shall be entitled to payment from laying of venue based on the other Party hereto grounds of its reasonable counsel fees forum non-conveniens and disbursementsany objection based on the grounds of lack of in-personam jurisdiction. EACH PARTY ACKNOWLEDGES AND AGREES THAT IN ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT LITIGATION ARISING FROM OR ANY AGREEMENT EXECUTED PURSUANT RELATED TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AGREEMENT, THE PARTIES HERETO EACH HEREBY KNOWINGLY, VOLUNTARILY AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY INTENTIONALLY WAIVE THE RIGHT IT EACH MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT OF TO ANY LITIGATION DIRECTLY BASED HEREON, OR INDIRECTLY ARISING OUT OF OF, UNDER OR RELATING TO IN CONNECTION WITH THIS AGREEMENT AGREEMENT, OR ANY AGREEMENT EXECUTED PURSUANT COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF EITHER PARTY TO THE AGREEMENT. THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES PROVISION IS A MATERIAL INDUCEMENT FOR TCMC AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (iii) IT MAKES SUCH WAIVER VOLUNTARILY, AND (iv) IT HAS BEEN INDUCED SOJITZ TO ENTER INTO THIS AGREEMENT BYAGREEMENT. Should it become necessary for either party hereto to enforce rights and/or obligations outlined herein, AMONG OTHER THINGSthe prevailing party shall be entitled to recover all reasonable costs associated therewith, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.5including reasonable legal fees.