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 England and Wales and will be honored by the courts of England and Wales, subject to the restrictions described under the caption “Enforcement of Civil Liabilities under U.S. Federal Securities Law and Other Matters” in the Registration Statement, the Pricing Disclosure Package and the Prospectus. Such Selling Shareholder has the power to submit, and pursuant to Section 20(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, the Leak-Out Agreements and the Representative’s Warrants is a valid choice of law under the laws of England and Wales Japan and will be honored by the courts of England and WalesJapan, subject to the restrictions described under the caption “Enforcement Enforceability of Civil Liabilities under U.S. Federal Securities Law and Other MattersLiabilities” in the Registration Statement, the Pricing Disclosure Package and the Prospectus. Such Selling Shareholder The Company has the power to submit, and pursuant to Section 20(c16(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 England and Wales the Federal Republic of Germany and will be honored by the courts of England and Walesthe Federal Republic of Germany, subject to the restrictions described under the caption “Service of Process and Enforcement of Civil Liabilities under U.S. Federal Securities Law and Other MattersLiabilities” in the Registration Statement, the Pricing Disclosure Package and the Prospectus. Such Selling Shareholder The Company has the power to submit, and pursuant to Section 20(c18(c) of this Agreement and Section 7.6 of the Deposit 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 England and Wales and will be honored by the courts of England and Wales, subject to the restrictions described under the caption “Enforcement of Civil Liabilities under U.S. Federal Securities Law and Other Matters” in the Registration Statement, the Pricing Disclosure Package and the Prospectus. Such Selling Shareholder Each of the RP Entities has the power to submit, and pursuant to Section 20(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 England and Wales and will be honored by the courts of England and Wales, subject to the restrictions described under the caption “Enforcement of Civil Liabilities under U.S. Federal Securities Law and Other Matters” in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus. Such Selling Shareholder Each of the Company and the Guarantor has the power to submit, and pursuant to Section 20(c18(d) 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 England and Wales the Federal Republic of Germany and will be honored by the courts of England and Walesthe Federal Republic of Germany, subject to the restrictions described under the caption “Service of Process and Enforcement of Civil Liabilities under U.S. Federal Securities Law and Other MattersLiabilities” in the Registration Statement, the Pricing Disclosure Package and the Prospectus. Such Selling Shareholder The Company has the power to submit, and pursuant to Section 20(c) of this Agreement and Section 7.6 of the Deposit 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 England and Wales Switzerland and will be honored by the courts of England and WalesSwitzerland to all issues for which the proper or governing law of a contract is applicable under the conflict of laws rules of Switzerland, subject to the restrictions described under the caption “Enforcement of Civil Liabilities under U.S. Federal Securities Law and Other MattersJudgments” in the Registration Statement, the Pricing Disclosure Package and the Prospectus. Such Selling Shareholder The Company has the power to submit, and pursuant to Section 20(c19(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 England and Wales the Federal Republic of Germany and will be honored by the courts of England and Walesthe Federal Republic of Germany, subject to the restrictions described under the caption “Service of Process and Enforcement of Civil Liabilities under U.S. Federal Securities Law and Other MattersLiabilities” in the Registration Statement, the Pricing Disclosure Package Offering Materials and the Prospectus. Such Selling Shareholder The Company has the power to submit, and pursuant to Section 20(c19(c) of this Agreement and Section 7.6 of the Deposit 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.