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

Governing Law; Venue; Waiver of Trial by Jury. All matters arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would result in the application of the laws of any other jurisdiction. Any legal suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of New York, in each case, located in the City of New York and County of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding. Each of the parties agrees not to commence any such legal suit, action or proceeding except in such courts and further agrees that service of any process, summons, notice of document by registered mail to its notice address set forth above shall be effective service of process for any such legal suit, action, or proceeding brought against such party in any such court. Each of the parties hereby irrevocably waives, to the fullest extent permitted by law, any objection to the laying of venue, and the defense of an inconvenient forum to the maintenance of, any such suit, action or proceeding in such courts. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY SUCH LEGAL SUIT, ACTION OR PROCEEDING.

Governing Law; Venue; Waiver of Trial by Jury. All matters arising out of or relating to (a) Notwithstanding the place where this Agreement or may be executed by any of the transactions contemplated hereby parties hereto, the parties expressly agree that this Agreement shall be governed by and construed in accordance with and governed by the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would result in the application of the laws of any other jurisdiction. Any legal suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts Laws of the State of New York, in each caseUnited States of America, located in without giving effect to the City conflict of New York Laws principles thereof. (b) Each of the parties hereto irrevocably and County of New York, and each party irrevocably unconditionally submits to the exclusive jurisdiction of the federal courts of the State of New York sitting in New York, New York (or any appellate courts thereof), for the purposes of any Action: (a) arising under this Agreement; or (b) in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement, and irrevocably and unconditionally waives any objection to the laying of venue of any such courts Action in any such legal suitcourt, action, and further irrevocably and unconditionally waives and agrees not to plead or proceedingclaim in any such court that any such Action has been brought in an inconvenient forum. Each party hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action (i) arising under this Agreement or (ii) in any way connected with or related or incidental to the dealings of the parties agrees hereto in respect of this Agreement, (A) any claim that it is not personally subject to commence the jurisdiction of the courts as described in this Section 5.6 for any reason, (B) that it or its property is exempt or immune from the jurisdiction of any such legal suit, action court or proceeding except from any Action commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and further (C) that (x) the Action in any such court is brought in an inconvenient forum, (y) the venue of such Action is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each party hereto agrees that service of any process, summons, notice of or document by registered mail to its notice such party’s respective address set forth above in Section 5.3 shall be effective service of process for any such legal suit, action, or proceeding brought against such party in any such court. Each of the parties hereby irrevocably waives, to the fullest extent permitted by law, any objection to the laying of venue, and the defense of an inconvenient forum to the maintenance of, any such suit, action or proceeding in such courts. EACH OF Action. (c) THE PARTIES HERETO EACH HEREBY IRREVOCABLY WAIVES ALL WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY PROCEEDING (I) ARISING UNDER THIS AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. THE PARTIES HERETO EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH LEGAL SUITPROCEEDING SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT: (A) NO REPRESENTATIVE, ACTION AGENT OR PROCEEDINGATTORNEY 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; (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY; AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.6.

Governing Law; Venue; Waiver of Trial by Jury. All matters arising out of or relating to Notwithstanding the place where this Agreement or may be executed by any of the transactions contemplated hereby parties hereto, the parties expressly agree that this Agreement shall be governed by and construed in accordance with and governed by the internal laws of the state of New York, United States of America, without giving effect to the conflict of laws principles thereof. Each of the Parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the federal courts of the State of New York without giving effect sitting in New York, New York (or any appellate courts thereof), for the purposes of any Action: (a) arising under this Agreement; or (b) in any way connected with or related or incidental to any choice or conflict of law provision or rule that would result in the application dealings of the laws parties hereto in respect of this Agreement, and irrevocably and unconditionally waives any objection to the laying of venue of any other jurisdictionsuch Action in any such court, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Action has been brought in an inconvenient forum. Any legal suitEach Party hereto hereby irrevocably and unconditionally waives, actionand agrees not to assert, by way of motion or proceeding as a defense, counterclaim or otherwise, in any Action (i) arising out of or relating to under this Agreement or (ii) in any way connected with or related or incidental to the transactions contemplated hereby shall be instituted in the federal courts dealings of the United States parties hereto in respect of America or this Agreement, (A) any claim that it is not personally subject to the jurisdiction of the courts of as described in this Section 6.4 for any reason, (B) that it or its property is exempt or immune from the State of New York, in each case, located in the City of New York and County of New York, and each party irrevocably submits to the exclusive jurisdiction of any such court or from any Action commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (C) that (x) the Action in any such legal suitcourt is brought in an inconvenient forum, action(y) the venue of such Action is improper or (z) this Agreement, or proceedingthe subject matter hereof, may not be enforced in or by such courts. Each of the parties agrees not to commence any such legal suit, action or proceeding except in such courts and further party hereto agrees that service of any process, summons, notice of or document by registered mail to its notice such party’s respective address set forth above in Section 6.1 shall be effective service of process for any such legal suit, action, or proceeding brought against such party in any such courtAction. Each of the parties hereby irrevocably waives, to the fullest extent permitted by law, any objection to the laying of venue, and the defense of an inconvenient forum to the maintenance of, any such suit, action or proceeding in such courts. EACH OF THE PARTIES HERETO EACH HEREBY IRREVOCABLY WAIVES ALL WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY PROCEEDING (I) ARISING UNDER THIS AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. THE PARTIES HERETO EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH LEGAL SUITPROCEEDING SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT: (A) NO REPRESENTATIVE, ACTION AGENT OR PROCEEDINGATTORNEY 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; (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY; AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.4.

Governing Law; Venue; Waiver of Trial by Jury. All matters arising out of or relating to this (a) This Agreement or the transactions contemplated hereby shall be governed by and construed in accordance with the internal laws law of the State of New York Delaware, without giving effect regard to any choice or conflict of law provision or rule principles that would result in the application of any Law other than the laws law of the State of Delaware. (b) Each Party (i) hereby agrees that any other jurisdiction. Any legal suit, action, action or other legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted in the brought before any federal courts of the United States of America or the courts of the State of New Yorkstate court located within Harris County, in each caseTexas, located in the City of New York and County of New York, and each party (ii) hereby irrevocably submits to the exclusive jurisdiction of any such courts court in any such legal suit, action, or proceeding. Each of the parties agrees not to commence any such legal suit, action or proceeding except and (iii) hereby irrevocably waives and agrees not to assert in such courts and further agrees that service of any process, summons, notice of document by registered mail to its notice address set forth above shall be effective service of process for any such legal suit, action, action or other legal proceeding brought against such party in arising out of this Agreement any claim that it is not personally subject to the jurisdiction of any such court. Each of the parties hereby irrevocably waives, to the fullest extent permitted by lawthat any such suit, action or other legal proceeding is improper or is an inconvenient forum for such suit action or other legal proceeding and any objection which such Party may have to the laying of venue, and the defense venue of an inconvenient forum to the maintenance of, any such suit, action or proceeding in any such courts. court. (c) EACH OF THE PARTIES HEREBY HERETO IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY SUCH LEGAL SUIT, ACTION OR PROCEEDINGOTHER PROCEEDING INSTITUTED BY OR AGAINST SUCH PARTY IN RESPECT OF ITS OBLIGATIONS HEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY.