Common use of INTERPRETATION AND LAW Clause in Contracts

INTERPRETATION AND LAW. THIS […***…] LETTER AGREEMENT […***…] WILL BE GOVERNED BY AND CONSTRUED, AND THE PERFORMANCE THEREOF WILL BE DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT APPLICATION OF ANY CONFLICT OF LAWS PROVISIONS THAT COULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. The Buyer and the Seller (i) hereby irrevocably submits itself to the non-exclusive jurisdiction of the courts of the State of New York, New York County, and to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this […***…] Letter Agreement, the subject matter hereof or any of the transactions contemplated hereby, and (ii) hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, to the extent permitted by applicable law, any defense based on sovereign or other immunity or that any suit, action or proceeding is brought in an inconvenient forum, that the venue of such suit, action or proceeding is improper, or that this […***…] Letter Agreement or the subject matter hereof or any of the transactions contemplated hereby may not be enforced in or by such courts.

INTERPRETATION AND LAW. THIS […***…] LETTER AGREEMENT AND ANY DOCUMENTS PERTAINING TO ANY OF […***…] HEREUNDER WILL BE GOVERNED BY AND CONSTRUED, AND THE PERFORMANCE THEREOF WILL BE DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT APPLICATION OF ANY CONFLICT OF LAWS PROVISIONS THAT COULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. The Buyer and the Seller Each party hereto (i) hereby irrevocably submits itself to the non-exclusive jurisdiction of the courts of the State of New York, New York County, and to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this […***…] Letter Agreement, the subject matter hereof or any of the transactions contemplated hereby, and (ii) hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, to the extent permitted by applicable law, any defense based on sovereign or other immunity or that any suit, action or proceeding is brought in an inconvenient forum, that the venue of such suit, action or proceeding is improper, or that this […***…] Letter Agreement or the subject matter hereof or any of the transactions contemplated hereby may not be enforced in or by such courts.

INTERPRETATION AND LAW. 22.4.1 THIS […***…] LETTER AGREEMENT […***…] WILL BE GOVERNED BY AND CONSTRUED, CONSTRUED AND THE PERFORMANCE THEREOF WILL BE DETERMINED, DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK YORK, WITHOUT APPLICATION OF ANY CONFLICT GIVING EFFECT TO ITS CONFLICTS OF LAWS PROVISIONS THAT COULD WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. The Buyer and the Seller Each Party (i) hereby irrevocably submits itself to the non-exclusive nonexclusive jurisdiction of the courts of the State of New York, New York County, and to the non-exclusive jurisdiction of [***] the United States District Court for the Southern District of New York[***], for the purposes of any suit, action or other proceeding arising out of this […***…] Letter Agreement, the subject matter hereof 97 or any of the transactions contemplated herebyhereby brought by any Party hereto, and (ii) hereby waives, and agrees not to assert, by way of motion, as a defense, defense or otherwise, in any such suit, action or proceeding, to the extent permitted by applicable law, any defense based on sovereign or other immunity or that any suitthe suit , action or proceeding which is referred to in clause (i) above is brought in an inconvenient forum, that the venue of such suit, action or proceeding is improper, or that this […***…] Letter Agreement or the subject matter hereof or any of the transactions contemplated hereby may not be enforced in or by such these courts. THE PARTIES HEREBY ALSO AGREE THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS TRANSACTION.

INTERPRETATION AND LAW. THIS […...***…...] LETTER AGREEMENT […...***…...] WILL BE GOVERNED BY AND CONSTRUED, AND THE PERFORMANCE THEREOF WILL BE DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT APPLICATION OF ANY CONFLICT OF LAWS PROVISIONS THAT COULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. The Buyer and the Seller (i) hereby irrevocably submits itself to the non-exclusive jurisdiction of the courts of the State of New York, New York County, and to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this […...***…...] Letter Agreement, the subject matter hereof or any of the transactions contemplated hereby, and (ii) hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, to the extent permitted by applicable law, any defense based on sovereign or other immunity or that any suit, action or proceeding is brought in an inconvenient forum, that the venue of such suit, action or proceeding is *** Confidential Treatment Requested Hawaiian Airlines, Inc. [...***...] Letter Agreement improper, or that this […...***…...] Letter Agreement or the subject matter hereof or any of the transactions contemplated hereby may not be enforced in or by such courts.. [...***...]

INTERPRETATION AND LAW. THIS This […***…] LETTER AGREEMENT Letter Agreement and any documents pertaining to […***…] WILL BE GOVERNED BY AND CONSTRUEDwill be governed by and construed, AND THE PERFORMANCE THEREOF WILL BE DETERMINEDand the performance thereof will be determined, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT APPLICATION OF ANY CONFLICT OF LAWS PROVISIONS THAT COULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTIONin accordance with the laws of the State of New York without application of any conflict of laws provisions that could result in the application of the law of any other jurisdiction. The Buyer and the Seller (i) hereby irrevocably submits itself to the non-exclusive jurisdiction of the courts of the State of New York, New York County, and to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this […***…] ]Letter Agreement, the subject matter hereof or any of the transactions contemplated hereby, and (ii) hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, to the extent permitted by applicable law, any defense based on sovereign or other immunity or that any suit, action or proceeding is brought in an inconvenient forum, that the venue of such suit, action or proceeding is improper, or that this […***…] Letter Agreement or the subject matter hereof or any of the transactions contemplated hereby may not be enforced in or by such courts.

INTERPRETATION AND LAW. THIS […***…] LETTER AGREEMENT […***…] AND ANY DOCUMENTS PERTAINING TO ANY OF THE FINANCING PROVIDED HEREUNDER WILL BE GOVERNED BY AND CONSTRUED, AND THE PERFORMANCE THEREOF WILL BE DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT APPLICATION APPLICABLE TO CONTRACTS MADE IN SUCH STATE BY RESIDENTS THEREOF AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; INCLUDING ALL MATTERS OF ANY CONFLICT OF LAWS PROVISIONS THAT COULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTIONCONSTRUCTION, VALIDITY AND PERFORMANCE. The Buyer Each of AVSA and the Seller NWA (i) hereby irrevocably submits itself to the non-exclusive jurisdiction of the courts of the State of New York, New York County, of the United States, and to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this […***…] Letter Agreement, the subject matter hereof or any of the transactions contemplated herebyhereby brought by any party or parties hereto, and (ii) hereby waives, and agrees not to assert, by way of motion, as a defensedefence, or otherwise, in any such suit, action or proceeding, to the extent permitted by applicable law, any defense defence based on sovereign or other immunity or that any suit, action or proceeding is brought in an inconvenient forum, that the venue of such suit, action or proceeding is improper, or that this […***…] Letter Agreement or the subject matter hereof or any of the transactions contemplated hereby may not be enforced in or by such courts.