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

Governing Law; Waiver of Jury Trial; Arbitration. (a) This Agreement shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and in accordance with the Laws of the State of Delaware without regard to the conflict of law principles thereof to the extent that such principles would direct a matter to another jurisdiction. (b) TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS. (c) Any controversy, claim or other dispute arising out of or relating to this Agreement shall be determined by binding arbitration administered by JAMS in accordance with JAMS’ Comprehensive Arbitration Rules and Procedures as such Rules exist on the date of this Agreement, including Rules 16.1 and 16.2 thereof, before one arbitrator, who shall be selected jointly by the parties involved in such controversy, claim or other dispute or, if such parties cannot agree on the selection of the arbitrator, shall be selected by JAMS (provided that any arbitrator selected by JAMS shall not, without the consent of the parties involved in the controversy, claim or dispute, be affiliated with such parties or their counsel). Any arbitration shall be held in San Jose, California. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. In addition to any other proper relief, the arbitrator shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreement. Unless and until the arbitrator shall have awarded the prevailing party costs and attorneys’ fees pursuant to the immediately following sentence, the parties to the arbitration proceeding shall equally bear any arbitration fees and administrative costs associated with the arbitration. The prevailing party (as determined by JAMS) shall be entitled to recover reasonable costs and expenses (including expert witness fees, attorneys’ fees and costs of discovery) incurred during the course of arbitration.

Governing Law; Waiver of Jury Trial; Arbitration. (ai) This Agreement ------------------------------------------------ shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and construed in accordance with the Laws laws of the State of Delaware without regard New York applicable to contracts made and to be performed therein. The parties to this Agreement hereby agree to submit to the conflict jurisdiction of law principles the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof to the extent that such principles would direct a matter to another jurisdiction. (b) TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS. (c) Any controversy, claim in any action or other dispute proceeding arising out of or relating to this Agreement. The parties hereto irrevocably and unconditionally waive trial by jury in any legal action or proceeding in relation to this Agreement and for any counterclaim therein. Any dispute or controversy between the Company and any Holder arising under or in connection with this Agreement shall be determined resolved by binding arbitration administered (by JAMS three arbitrators) in New York, New York conducted in accordance with JAMS’ Comprehensive the then prevailing rules of the American Arbitration Rules and Procedures as such Rules exist on the date of this AgreementAssociation, including Rules 16.1 and 16.2 thereofexcept that, before one arbitrator, who shall be selected jointly by the parties involved in such controversy, claim or other dispute or, if such parties cannot agree on the selection of the panel of three arbitrators, the Company and such Holder shall each select one arbitrator and such party-selected arbitrators shall select the third arbitrator, . The parties hereby agree that no party shall be selected entitled to punitive damages hereunder. If any party shall fail to select an arbitrator within 30 days after being notified by JAMS (provided that any arbitrator selected by JAMS shall not, without the consent other party of the parties involved commencement of arbitration proceedings under this Section 6.5, the notifying party may apply to the American Arbitration Association for the appointment of an arbitrator on behalf of the other party. The judgment of the arbitrators in the controversy, claim or dispute, be affiliated with any such parties or their counsel). Any arbitration proceeding shall be held in San Josefinal, California. Judgment binding and conclusive on the parties, and a judgment may be entered on the arbitrator’s award in any court having jurisdiction. In addition to any other proper relief, the arbitrator shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreement. Unless and until the arbitrator shall have awarded by the prevailing party costs and attorneys’ fees pursuant to the immediately following sentence, the parties to the arbitration proceeding shall equally bear any arbitration fees and administrative costs associated with the arbitrationon account thereof. The prevailing party (as determined by JAMS) or parties in an arbitration conducted pursuant to this Section 6.5 shall be entitled to recover reasonable costs its legal fees and expenses (including expert witness fees, attorneys’ fees and costs of discovery) incurred during from the course of arbitrationlosing party or parties thereof.

Governing Law; Waiver of Jury Trial; Arbitration. (a) This i)This Agreement shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and construed in accordance with the Laws laws of the State of Delaware without regard New York applicable to contracts made and to be performed therein. The parties to this Agreement hereby agree to submit to the conflict jurisdiction of law principles the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof to the extent that such principles would direct a matter to another jurisdiction. (b) TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS. (c) Any controversy, claim in any action or other dispute proceeding arising out of or relating to this Agreement. The parties hereto irrevocably and unconditionally waive trial by jury in any legal action or proceeding in relation to this Agreement and for any counterclaim therein. Any dispute or controversy between the Company and any Holder arising under or in connection with this Agreement shall be determined resolved by binding arbitration administered (by JAMS three arbitrators) in New York, New York conducted in accordance with JAMS’ Comprehensive the then prevailing rules of the American Arbitration Rules and Procedures as such Rules exist on the date of this AgreementAssociation, including Rules 16.1 and 16.2 thereofexcept that, before one arbitrator, who shall be selected jointly by the parties involved in such controversy, claim or other dispute or, if such parties cannot agree on the selection of the panel of three arbitrators, the Company and such Holder shall each select one arbitrator and such party-selected arbitrators shall select the third arbitrator, . The parties hereby agree that no party shall be selected entitled to punitive damages hereunder. If any party shall fail to select an arbitrator within 30 days after being notified by JAMS (provided that any arbitrator selected by JAMS shall not, without the consent other party of the parties involved commencement of arbitration proceedings under this Section 6.5, the notifying party may apply to the American Arbitration Association for the appointment of an arbitrator on behalf of the other party. The judgment of the arbitrators in the controversy, claim or dispute, be affiliated with any such parties or their counsel). Any arbitration proceeding shall be held in San Josefinal, California. Judgment binding and conclusive on the parties, and a judgment may be entered on the arbitrator’s award in any court having jurisdiction. In addition to any other proper relief, the arbitrator shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreement. Unless and until the arbitrator shall have awarded by the prevailing party costs and attorneys’ fees pursuant to the immediately following sentence, the parties to the arbitration proceeding shall equally bear any arbitration fees and administrative costs associated with the arbitrationon account thereof. The prevailing party (as determined by JAMS) or parties in an arbitration conducted pursuant to this Section 6.5 shall be entitled to recover reasonable costs its legal fees and expenses (including expert witness fees, attorneys’ fees and costs of discovery) incurred during from the course of arbitrationlosing party or parties thereof.

Governing Law; Waiver of Jury Trial; Arbitration. (ai) This Agreement shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and construed in accordance with the Laws laws of the State of Delaware without regard New York applicable to contracts made and to be performed therein. The parties to this Agreement hereby agree to submit to the conflict jurisdiction of law principles the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof to the extent that such principles would direct a matter to another jurisdiction. (b) TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS. (c) Any controversy, claim in any action or other dispute proceeding arising out of or relating to this Agreement. The parties hereto irrevocably and unconditionally waive trial by jury in any legal action or proceeding in relation to this Agreement and for any counterclaim therein. Any dispute or controversy between the Company and any Holder arising under or in connection with this Agreement shall be determined resolved by binding arbitration administered (by JAMS three arbitrators) in New York, New York conducted in accordance with JAMS’ Comprehensive the then prevailing rules of the American Arbitration Rules and Procedures as such Rules exist on the date of this AgreementAssociation, including Rules 16.1 and 16.2 thereofexcept that, before one arbitrator, who shall be selected jointly by the parties involved in such controversy, claim or other dispute or, if such parties cannot agree on the selection of the panel of three arbitrators, the Company and such Holder shall each select one arbitrator and such party-selected arbitrators shall select the third arbitrator, . The parties hereby agree that no party shall be selected entitled to punitive damages hereunder. If any party shall fail to select an arbitrator within 30 days after being notified by JAMS (provided that any arbitrator selected by JAMS shall not, without the consent other party of the parties involved commencement of arbitration proceedings under this Section 6.5, the notifying party may apply to the American Arbitration Association for the appointment of an arbitrator on behalf of the other party. The judgment of the arbitrators in the controversy, claim or dispute, be affiliated with any such parties or their counsel). Any arbitration proceeding shall be held in San Josefinal, California. Judgment binding and conclusive on the parties, and a judgment may be entered on the arbitrator’s award in any court having jurisdiction. In addition to any other proper relief, the arbitrator shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreement. Unless and until the arbitrator shall have awarded by the prevailing party costs and attorneys’ fees pursuant to the immediately following sentence, the parties to the arbitration proceeding shall equally bear any arbitration fees and administrative costs associated with the arbitrationon account thereof. The prevailing party (as determined by JAMS) or parties in an arbitration conducted pursuant to this Section 6.5 shall be entitled to recover reasonable costs its legal fees and expenses (including expert witness fees, attorneys’ fees and costs of discovery) incurred during from the course of arbitrationlosing party or parties thereof.