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.