Common use of Valid Choice of Law Clause in Contracts

Valid Choice of Law. The choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of such Selling Stockholder’s jurisdiction of organization (if other than the United States) and will be honored by the courts of such Selling Stockholder’s jurisdiction of organization (if other than the United States). The Selling Stockholder has the power to submit, and pursuant to Section 18(c) of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Valid Choice of Law. The choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of such Selling Stockholder’s jurisdiction of organization (if other than the United States) and will be honored by the courts of such Selling Stockholder’s jurisdiction of organization (if other than the United States). The Such Selling Stockholder has the power to submit, and pursuant to Section 18(c) of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Valid Choice of Law. The choice of laws of the State of New York as the governing law of this Agreement the Transaction Documents is a valid choice of law under the laws of such Selling Stockholder’s jurisdiction of organization (if other than the United States) England and Wales and will be honored by the courts of such Selling Stockholder’s jurisdiction England and Wales, subject to the restrictions described under the caption “Service of organization (if other than process and enforcement of liabilities” in the United States)Registration Statement and the Prospectus. The Selling Stockholder Company has the power to submit, and pursuant to Section 18(c16(b) of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Valid Choice of Law. The choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of such Selling Stockholder’s jurisdiction of organization (if other than the United States) England and Wales and will be honored by the courts of such Selling Stockholder’s jurisdiction England and Wales, subject to the qualifications contained in the opinion delivered pursuant to Section 9(h) hereof; provided, that this representation is limited to matters of organization (if other than the United States)contract law. The Selling Stockholder Company has the power to submit, and pursuant to Section 18(c20(e) of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Valid Choice of Law. The choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of such the Selling Stockholder’s jurisdiction of organization (if other than the United States) and will be honored by the courts of such the Selling Stockholder’s jurisdiction of organization (if other than the United States)jurisdiction. The Selling Stockholder has the power to submit, and pursuant to Section 18(c) of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Valid Choice of Law. The choice of laws of the State of New York as the governing law of this Agreement the Transaction Documents is a valid choice of law under the laws of such Selling Stockholder’s jurisdiction of organization (if other than the United States) England and Wales and will be honored by the courts of such Selling Stockholder’s jurisdiction England and Wales, subject to the restrictions described under the caption “Service of organization (if other than process and enforcement of liabilities” in the United States)Registration Statement, the Pricing Disclosure Package and the Prospectus. The Selling Stockholder Company has the power to submit, and pursuant to Section 18(c16(b) of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Valid Choice of Law. The choice of laws of the State of New York as the governing law of this Agreement the Transaction Documents is a valid choice of law under the laws of such Selling Stockholder’s jurisdiction of organization (if other than the United States) Japan and will be honored by the courts of such Selling Stockholder’s jurisdiction Japan, subject to the restrictions described under the caption “Enforceability of organization (if other than Civil Liabilities” in the United States)Registration Statement, the Pricing Disclosure Package and the Prospectus. The Selling Stockholder Company has the power to submit, and pursuant to Section 18(c16(c) of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Valid Choice of Law. The choice of laws of the State of New York as the governing law of this Agreement the Transaction Documents is a valid choice of law under the laws of such Selling Stockholder’s jurisdiction of organization (if other than the United States) England and Wales and will be honored by the courts of such Selling Stockholder’s jurisdiction England and Wales, subject to the restrictions described under the caption “Enforceability of organization (if other than Civil Liabilities” in the United States)Registration Statement, the Pricing Disclosure Package and the Prospectus. The Selling Stockholder Company has the power to submit, and pursuant to Section 18(c) [16(c)] of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Valid Choice of Law. The choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of such Selling Stockholder’s jurisdiction of organization (if other than the United States) England and Wales and will be honored by the courts of such Selling Stockholder’s jurisdiction England and Wales, subject to the restrictions described under the caption “Service of organization (if other than Process and Enforcement of Judgments” in the United States)Registration Statement and the Prospectus. The Selling Stockholder Company has the power to submit, and pursuant to Section 18(c8(h) of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Valid Choice of Law. The choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of such Selling Stockholder’s jurisdiction the Isle of organization (if other than the United States) Man and will be honored by the courts of such Selling Stockholder’s jurisdiction the Isle of organization (if other than Man, subject to the United States)restrictions described under the caption “Enforceability of Civil Liabilities” in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Selling Stockholder Company has the power to submit, and pursuant to Section 18(c) 18 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Valid Choice of Law. The choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of such Selling Stockholder’s jurisdiction of organization (if other than the United States) BVI and will be honored by the courts of such Selling Stockholder’s jurisdiction the BVI, subject to the restrictions described under the caption “Enforceability of organization (if other than Civil Liabilities” in the United States)Registration Statement, the Pricing Disclosure Package and the Prospectus. The Selling Stockholder Company has the power to submit, and pursuant to Section 18(c) of this Agreementhereof, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Valid Choice of Law. The choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of such Selling Stockholder’s jurisdiction of organization (if other than the United States) Jersey and will be honored by the courts of such Selling Stockholder’s jurisdiction Jersey, subject to the restrictions described under the caption “Enforceability of organization (if other than Judgments” in the United States)Registration Statement, the Pricing Disclosure Package and the Prospectus. The Selling Stockholder Company has the power to submit, and pursuant to Section 18(c) of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Valid Choice of Law. The choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of such Selling Stockholder’s jurisdiction of organization (if other than the United States) Canada and will be honored by the courts of such Selling Stockholder’s jurisdiction Canada, subject to the restrictions described under the caption "Enforceability of organization (if other than Certain Civil Liabilities" in the United States)Registration Statement, the Pricing Disclosure Package and the Prospectuses. The Selling Stockholder Company has the power to submit, and pursuant to Section 18(c15(c) of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Valid Choice of Law. The Each Non-U.S. Selling Stockholder specifically agrees that the choice of laws of the State of New York as the governing law of this Agreement Agreement[, the Power of Attorney and the Custody Agreement] is a valid choice of law under the laws of such Selling Stockholder’s jurisdiction of organization (if other than the United States) Cayman Islands and will be honored by the courts of such Selling Stockholder’s jurisdiction of organization (if other than the United States)Cayman Islands. The Selling Stockholder has the power to submit, and pursuant to Section 18(c) of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.]

Valid Choice of Law. The choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of such the Selling Stockholder’s jurisdiction of organization (if other than the United States) incorporation and will be honored by the courts of such the Selling Stockholder’s jurisdiction of organization (if other than incorporation, subject to the United States)restrictions described in the Registration Statement, the General Disclosure Package and the Prospectus. The Such Selling Stockholder has the power to submit, and pursuant to Section 18(c) 17 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Valid Choice of Law. The choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of such Selling Stockholder’s jurisdiction of organization (if other than the United States) Jersey and will be honored by the courts of such Selling Stockholder’s jurisdiction Jersey, subject to the restrictions described under the caption “Enforcement of organization (if other than Judgments” in the United States)Registration Statement, the Pricing Disclosure Package and the Prospectus. The Selling Stockholder Company has the power to submit, and pursuant to Section 18(c) of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.. (uu)

Valid Choice of Law. The choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of such Selling Stockholder’s jurisdiction of organization (if other than the United States) British Virgin Islands and will be honored by the courts of such Selling Stockholder’s jurisdiction the British Virgin Islands, subject to the restrictions described under the caption “Enforceability of organization (if other than civil liabilities” in the United States)Registration Statement, the Pricing Disclosure Package and the Prospectus. The Selling Stockholder Shareholder has the power to submit, and pursuant to Section 18(c) 18 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Valid Choice of Law. The choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of such Selling Stockholder’s jurisdiction of organization (if other than the United States) Netherlands and will be honored by the courts of such the Netherlands, subject to the restrictions described under the caption “Enforceability of civil liabilities” in the Registration Statement, the Pricing Disclosure Package and the Prospectus. Such Selling Stockholder’s jurisdiction of organization (if other than the United States). The Selling Stockholder Shareholder has the power to submit, and pursuant to Section 18(c18(e) of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.