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

Governing Law; Waiver of Trial by Jury; Jurisdiction. This Indenture and the Securities shall be deemed to be contracts made under the law of the State of New York, and for all purposes shall be governed by and construed in accordance with the law of said State. EACH PARTY HERETO, AND EACH HOLDER OF A SECURITY BY ACCEPTANCE THEREOF, HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS INDENTURE. The parties hereby (i) irrevocably submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan, the city of New York (ii) waive any objection to laying of venue in any such action or proceeding in such courts, and (iii) waive any objection that such courts are an inconvenient forum or do not have jurisdiction over any party. NXP B.V. and the Parent Guarantor have appointed NXP Funding as their authorized agent (the “Authorized Agent”) upon whom process may be service in any such action arising out of or based on this Indenture, the Securities or the transactions contemplated hereby which may be instituted in any New York court, expressly consent to the jurisdiction of any such court in respect of any such action, and waive any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irremovable. The Companies represent that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Companies and the Parent Guarantor shall be deemed, in every respect, effective service of process upon the Companies and the Parent Guarantor.

Governing Law; Waiver of Trial by Jury; Jurisdiction. This Indenture and the Securities shall be deemed to be contracts made under the law of the State of New York, and for all purposes shall be governed by and construed in accordance with the law of said State. EACH PARTY HERETO, AND EACH HOLDER OF A SECURITY BY ACCEPTANCE THEREOF, HEREBY WAIVESXXXXXX XXXXXX, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS INDENTURE. The parties hereby (i) irrevocably submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan, the city of New York (ii) waive any objection to laying of venue in any such action or proceeding in such courts, and (iii) waive any objection that such courts are an inconvenient forum or do not have jurisdiction over any party. NXP B.V. and the Parent Guarantor have appointed NXP Funding as their authorized agent (the “Authorized Agent”) upon whom process may be service in any such action arising out of or based on this Indenture, the Securities or the transactions contemplated hereby which may be instituted in any New York court, expressly consent to the jurisdiction of any such court in respect of any such action, and waive any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irremovable. The Companies represent that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Companies and the Parent Guarantor shall be deemed, in every respect, effective service of process upon the Companies and the Parent Guarantor.

Governing Law; Waiver of Trial by Jury; Jurisdiction. (a) This Indenture and the Securities Agreement shall be deemed to be contracts made under construed in accordance with the law of the State of New York, and for this Agreement, and all purposes matters arising out of or relating in any way whatsoever to this Agreement (whether in contract, tort or otherwise), shall be governed by and construed in accordance with the law of said State. such law. (a) EACH PARTY HERETO, AND EACH HOLDER OF A SECURITY BY ACCEPTANCE THEREOF, HERETO IRREVOCABLY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY LEGAL PROCEEDING ARISING OUT OF, UNDER OF OR IN CONNECTION WITH RELATING TO THIS INDENTUREAGREEMENT. The parties hereby Each party hereto (i) irrevocably submit certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of a Proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 3.06(b). (b) With respect to any Proceeding, each party irrevocably: (i) submits to the non-exclusive jurisdiction of any federal or state court the Supreme Court of the State of New York and the United States District Court for the Southern District of New York, in each case sitting in the Borough of Manhattan, the city of New York and any appellate court from any thereof; and (ii) waive waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such action or proceeding in such courtscourt, and (iii) waive waives any objection claim that such courts are Proceedings have been brought in an inconvenient forum or do and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over any such party. NXP B.V. and Nothing herein precludes any of the Parent Guarantor have appointed NXP Funding as their authorized agent (the “Authorized Agent”) upon whom process may be service parties from bringing Proceedings in any such action arising out other jurisdiction, nor will the bringing of or based on this Indenture, the Securities or the transactions contemplated hereby which may be instituted Proceedings in any New York court, expressly consent to one or more jurisdictions preclude the jurisdiction bringing of any such court Proceedings in respect of any such action, and waive any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irremovable. The Companies represent that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Companies and the Parent Guarantor shall be deemed, in every respect, effective service of process upon the Companies and the Parent Guarantorjurisdiction.

Governing Law; Waiver of Trial by Jury; Jurisdiction. This Indenture and the Securities Agreement shall be deemed to be contracts a contract made under the law laws of the State of New York, York and for all purposes shall be governed by and construed in accordance with the law laws of said Statesuch state. EACH PARTY HERETO, AND EACH HOLDER OF A SECURITY BY ACCEPTANCE THEREOF, HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS INDENTURE. The parties hereby (i) irrevocably submit Each party hereto consents and submits to the exclusive jurisdiction of any federal or state court sitting in the Borough courts of Manhattan, the city State of New York (ii) waive and of the federal courts of the Southern District of New York in connection with any action or proceeding brought against it that arises out of or in connection with, that is based upon, or that relates to this Agreement or the Transactions. In connection with any such action or proceeding in any such court, each party hereto hereby waives personal service of any summons, complaint or other process and hereby agrees that service thereof may be made in accordance with the procedures for giving notice set forth in Section 5.8 hereof. Each party hereto hereby waives any objection to laying of jurisdiction or venue in any such court in any such action or proceeding and agrees not to assert any defense based on lack of jurisdiction or venue in any such courts, and (iii) waive any objection that such courts are an inconvenient forum or do not have jurisdiction over any party. NXP B.V. and the Parent Guarantor have appointed NXP Funding as their authorized agent (the “Authorized Agent”) upon whom process may be service court in any such action arising out of or based on this Indentureproceeding. Each party hereto hereby irrevocably waives, the Securities or the transactions contemplated hereby which may be instituted in any New York court, expressly consent to the jurisdiction of fullest extent permitted by applicable law, any such court right it may have to a trial by jury in respect of any such action, and waive proceeding or counterclaim as between the parties directly or indirectly arising out of, under or in connection with this Agreement or the Transactions or disputes relating hereto. Each party hereto (i) certifies that no representative, agent or attorney of any other requirements party hereto has represented, expressly or otherwise that such other party hereto would not, in the event of or objections litigation, seek to personal jurisdiction with respect thereto. Such appointment shall be irremovable. The Companies represent enforce the foregoing waiver and (ii) acknowledges that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Companies it and the Parent Guarantor shall be deemedother parties hereto have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in every respect, effective service of process upon the Companies and the Parent Guarantorthis Section 5.3.

Governing Law; Waiver of Trial by Jury; Jurisdiction. (a) This Indenture and the Securities Agreement shall be deemed to be contracts made under construed in accordance with the law of the State of New York, and for this Agreement, and all purposes matters arising out of or relating in any way whatsoever to this Agreement (whether in contract, tort or otherwise), shall be governed by and construed in accordance with such law without reference to its conflicts of laws provisions (other than Section 5-1401 of the law of said StateNew York General Obligations Law). (b) EACH PARTY HERETO, AND EACH HOLDER OF A SECURITY BY ACCEPTANCE THEREOF, HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS INDENTUREAGREEMENT. The parties hereby Each party hereto (i) certifies that 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 and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 4.03(b). (c) Each party hereto hereby irrevocably submit submits to the non-exclusive jurisdiction of any federal New York State or state Federal court sitting in the Borough of Manhattan, the city Manhattan in The City of New York (ii) waive in any objection action or proceeding arising out of or relating this Agreement, and hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State or Federal court. Each party hereto hereby irrevocably waives, to laying the fullest extent that it may legally do so, the defense of venue an inconvenient forum to the maintenance of such action or proceeding. Each party hereto irrevocably consents to the service of any and all process in any action or proceeding by the mailing or delivery of copies of such process to it the address set forth in Section 4.02. Each party hereto agrees that a final judgment in any such action or proceeding in such courts, shall be conclusive and (iii) waive any objection that such courts are an inconvenient forum or do not have jurisdiction over any party. NXP B.V. and the Parent Guarantor have appointed NXP Funding as their authorized agent (the “Authorized Agent”) upon whom process may be service enforced in other jurisdictions by suit on the judgment or in any such action arising out of or based on this Indenture, the Securities or the transactions contemplated hereby which may be instituted in any New York court, expressly consent to the jurisdiction of any such court in respect of any such action, and waive any other requirements of or objections to personal jurisdiction with respect theretomanner provided by law. Such appointment shall be irremovable. The Companies represent that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Companies and the Parent Guarantor shall be deemed, in every respect, effective service of process upon the Companies and the Parent Guarantor.SECTION 4.04