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

Governing Law; Waiver of Jury Trial; Venue. THIS SUPPLEMENTAL INDENTURE, THE NOTES AND THE GUARANTEES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK. THE COMPANY, THE TRUSTEE AND THE HOLDERS (BY THEIR ACCEPTANCE OF THE NOTES) EACH HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. Any legal suit, action or proceeding arising out of or based upon this Supplemental Indenture or the transactions contemplated hereby may be instituted in the federal courts of the United States of America located in the City of New York or the courts of the State of New York in each case located in the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The Company, the Trustee and the Holders (by their acceptance of the Notes) each hereby irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim any such suit, action or other proceeding has been brought in an inconvenient forum.

Governing Law; Waiver of Jury Trial; Venue. THIS SUPPLEMENTAL INDENTURE, THE NOTES SECURITIES AND THE GUARANTEES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORKYORK EXCEPT TO THE EXTENT THE LAWS OF THE STATE OF NEW YORK REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. THE COMPANY, THE TRUSTEE AND THE HOLDERS (BY THEIR ACCEPTANCE OF THE NOTESSECURITIES) EACH HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. Any legal suit, action or proceeding arising out of or based upon this Supplemental Indenture or the transactions contemplated hereby may be instituted in the federal courts of the United States of America located in the City of New York or the courts of the State of New York in each case located in the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The Company, the Trustee and the Holders (by their acceptance of the NotesSecurities) each hereby irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim any such suit, action or other proceeding has been brought in an inconvenient forum.

Governing Law; Waiver of Jury Trial; Venue. THIS SUPPLEMENTAL INDENTURE, THE NOTES AND THE GUARANTEES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORKYORK EXCEPT TO THE EXTENT THE LAWS OF THE STATE OF NEW YORK REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. THE COMPANY, THE TRUSTEE AND THE HOLDERS (BY THEIR ACCEPTANCE OF THE NOTES) EACH HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. Any legal suit, action or proceeding arising out of or based upon this Supplemental Indenture or the transactions contemplated hereby may be instituted in the federal courts of the United States of America located in the City of New York or the courts of the State of New York in each case located in the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The Company, the Trustee and the Holders (by their acceptance of the Notes) each hereby irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim any such suit, action or other proceeding has been brought in an inconvenient forum.

Governing Law; Waiver of Jury Trial; Venue. THIS SUPPLEMENTAL INDENTUREThis Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, THE NOTES AND THE GUARANTEES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORKwithout giving effect to any conflicts of law provisions. THE COMPANY, THE TRUSTEE AND THE HOLDERS (BY THEIR ACCEPTANCE OF THE NOTES) EACH PARTY HEREBY IRREVOCABLY WAIVEWAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DEFENDANT OR OTHERWISE) ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING OUT OF IN WHOLE OR RELATING TO IN PART UNDER, RELATED TO, BASED ON, OR IN CONNECTION WITH, THIS SUPPLEMENTAL INDENTURE, THE NOTES AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY SUBJECT MATTER HEREOF, WHETHER NOW EXISTING OR THEREBYHEREAFTER ARISING AND WHETHER SOUNDING IN TORT OR CONTRACT OR OTHERWISE. Any legal suit, action Each of the parties hereto (i) irrevocably consents to the jurisdiction and venue of the Delaware Court of Chancery or proceeding arising out of or based upon this Supplemental Indenture or the transactions contemplated hereby may be instituted in the federal courts any court of the United States of America located in the City State of New York Delaware in the event any dispute arises out of this Agreement or any of the courts transactions contemplated hereby, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Delaware Court of Chancery or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of New York in each case located in Delaware and (iv) consents to service being made through the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address procedures set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The Company, the Trustee and the Holders (by their acceptance of the Notes) each hereby irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim any such suit, action or other proceeding has been brought in an inconvenient forumSection 6.12.

Governing Law; Waiver of Jury Trial; Venue. THIS SUPPLEMENTAL INDENTUREThis Agreement shall be governed by and construed in accordance with the domestic laws of the State of Nevada, THE NOTES AND THE GUARANTEES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORKwithout giving effect to any choice of law or conflict provision or rule (whether of the State of Nevada or any other jurisdiction) that would cause the laws of any jurisdiction other than the State of Nevada to be applied; provided, however that Delaware law shall be the applicable law for the purpose of the Merger and the other actions to be taken under this Agreement in accordance with the DGCL. THE COMPANYIn furtherance of the foregoing, THE TRUSTEE AND THE HOLDERS (BY THEIR ACCEPTANCE OF THE NOTES) EACH HEREBY IRREVOCABLY WAIVEthe internal law of the State of Nevada shall control the interpretation and construction of this Agreement, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWeven if under such jurisdiction's choice of law or conflict of law analysis, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTUREthe substantive law of some other jurisdiction would ordinarily apply; provided, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBYhowever that Delaware law shall be the applicable law for the purpose of the Merger and the other actions to be taken under this Agreement in accordance with the DGCL. Any Each of the Parties hereto hereby irrevocably waives any and all right to trial by jury in any legal suit, action or proceeding arising out of or based upon related to this Supplemental Indenture Agreement. Each of the Parties hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the state and federal courts located in Washoe County, Nevada, for any actions, suits, or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby may be instituted in the federal courts (and each of the United States of America located Parties agrees not to commence any action, suit or proceeding relating thereto except in the City of New York or the courts of the State of New York in each case located in the City of New York (collectively, the “Specified Courts”such courts), and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Service further agrees that service of any process, summons, notice or document by U.S. registered mail (to the extent allowed under any applicable statute or rule of court) to such party’s its address set forth above below shall be effective service of process for of any suitaction, action suit or other proceeding brought against any Party in any such court. The Company, the Trustee and the Holders (by their acceptance Each of the Notes) each Parties hereby irrevocably and unconditionally waive waives any objection to the laying of venue of any suitaction, action suit or other proceeding arising out of this Agreement or the transactions contemplated hereby, in the Specified Courts such state or federal courts as aforesaid and hereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such suitcourt that any such action, action suit or other proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Waiver of Jury Trial; Venue. THIS SUPPLEMENTAL INDENTURE, THE NOTES AND THE GUARANTEES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORKYORK EXCEPT TO THE EXTENT THE LAWS OF THE STATE OF NEW YORK REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. THE COMPANY, THE TRUSTEE AND THE HOLDERS (BY THEIR ACCEPTANCE OF THE NOTES) EACH HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. Any legal suit, action or proceeding arising out of or based upon this Supplemental Indenture or the transactions contemplated hereby may be instituted in the federal courts of the United States of America located in the City of New York or the courts of the State of New York in each case located in the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The Company, the Trustee and the Holders (by their acceptance of the Notes) each hereby irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim any such suit, action or other proceeding has been brought in an inconvenient forum.

Governing Law; Waiver of Jury Trial; Venue. THIS SUPPLEMENTAL INDENTUREThis Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware, THE NOTES AND THE GUARANTEES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORKwithout giving effect to any choice of law or conflict provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the laws of any jurisdiction other than the State of Delaware to be applied. THE COMPANYIn furtherance of the foregoing, THE TRUSTEE AND THE HOLDERS (BY THEIR ACCEPTANCE OF THE NOTES) EACH HEREBY IRREVOCABLY WAIVEthe internal law of the State of Delaware shall control the interpretation and construction of this Agreement, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWeven if under such jurisdiction's choice of law or conflict of law analysis, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBYthe substantive law of some other jurisdiction would ordinarily apply. Any Each of the Parties hereto hereby irrevocably waives any and all right to trial by jury in any legal suit, action or proceeding arising out of or based upon related to this Supplemental Indenture Agreement. Each of the Parties hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the state and federal courts located in the State of California, Orange County or Santa Clara County, for any actions, suits, or proceedings arising out of or xxxxting to this Agreement and the transactions contemplated hereby may be instituted in the federal courts (and each of the United States of America located Parties agrees not to commence any action, suit or proceeding relating thereto except in the City of New York or the courts of the State of New York in each case located in the City of New York (collectively, the “Specified Courts”such courts), and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Service further agrees that service of any process, summons, notice or document by mail (to the extent allowed under any manner permitted by applicable statute or rule of court) to such party’s address set forth above law shall be effective service of process for of any suitaction, action suit or other proceeding brought against any Party in any such court. The Company, the Trustee and the Holders (by their acceptance Each of the Notes) each Parties hereby irrevocably and unconditionally waive waives any objection to the laying of venue of any suitaction, action suit or other proceeding arising out of this Agreement or the transactions contemplated hereby, in the Specified Courts such state or federal courts as aforesaid and hereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such suitcourt that any such action, action suit or other proceeding brought in any such court has been brought in an inconvenient forum.