Common use of WAIVER OF JURY TRIAL; JURISDICTION; CHOICE OF LAW Clause in Contracts

WAIVER OF JURY TRIAL; JURISDICTION; CHOICE OF LAW. 11.1. WE AND YOU EACH HEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND SUPPLEMENT HERETO, THE OBLIGATIONS, THE COLLATERAL OR ANY SUCH OTHER TRANSACTION. We hereby waive rights of setoff and rights to interpose counterclaims in the event of any litigation with respect to any matter connected with this Agreement, any supplement hereto, the Obligations, the Collateral or any other transaction between the parties and we hereby irrevocably consent and submit to the non-exclusive jurisdiction of the Supreme Court of the State of New York and the United States District Court for the Southern District of New York in connection with any action or proceeding of any kind arising out of or relating to this Agreement, any supplement hereto, the Obligations, the Collateral or any such other transaction. 11.2. With respect to any such action, proceeding or claim we consent to accept service of process and any legal summons, complaint or other process to be served upon us and consent that same may be served by mailing a copy by certified and/or regular mail directed to us at our address set forth below. Such mailing shall be deemed personnel service and shall be legal and binding upon us in any such action, proceeding or claim. Within thirty (30) days after such mailing, we shall appear, answer, or otherwise move in respect of such summons, complaint or other process. If we fail to appear or answer within the thirty (30) day period, we shall be deemed in default and judgment may be entered by you against us for the amount of the claim and other relief requested therein. 11.3. This Agreement and all transactions thereunder shall be deemed to be consummated in the State of New York and shall be governed by and interpreted in accordance with the laws of that State. If any part or provision of this Agreement is invalid or in contravention of any applicable law or regulation, such part or provision shall be severable without affecting the validity of any other part or provision of this Agreement.

WAIVER OF JURY TRIAL; JURISDICTION; CHOICE OF LAW. 11.1. WE AND YOU EACH HEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENTWe and you each hereby waive all rights to a trial by jury in any action or proceeding of any kind arising out of or relating to this Agreement, AND SUPPLEMENT HERETOany supplement hereto, THE OBLIGATIONSthe Obligations, THE COLLATERAL OR ANY SUCH OTHER TRANSACTIONthe Collateral or any such other transaction. We hereby waive rights of setoff and rights to interpose counterclaims in the event of any litigation with respect to any matter connected with this Agreement, any supplement hereto, the Obligations, the Collateral or any other transaction between the parties and we hereby irrevocably consent and submit to the non-exclusive jurisdiction of the Supreme Court of the State of New York and the United States District Court for the Southern District of New York in connection with any action or proceeding of any kind arising out of or relating to this Agreement, any supplement hereto, the Obligations, the Collateral or any such other transaction. 11.2. With respect to In any such action, proceeding or claim litigation we consent to accept waive personal service of process and any legal summons, complaint or other process to be served upon us and consent agree that same service thereof may be served by mailing a copy made by certified and/or regular or registered mail directed to us at our address set forth below. Such mailing shall be deemed personnel service and shall be legal and binding upon us in any such action, proceeding or claim. Within thirty (30) * days after such mailing, we shall appear, answer, or otherwise move appear in respect of answer to such summons, complaint or other process. If we fail to appear or answer within the thirty (30) day period, failing which we shall be deemed in default and judgment may be entered by you against us for the amount of the claim and other relief requested therein. 11.3. This Agreement and all transactions thereunder shall be deemed to be consummated in the State of New York and shall be governed by and interpreted in accordance with the laws of that State. If any part or provision of this Agreement is invalid or in contravention of any applicable law or regulation, such part or provision shall be severable without affecting the validity of any other part or provision of this Agreement. Very truly yours, I.C. XXXXXX & COMPANY L.P. By: ISBUYCO, INC. General Partner ----------------------------- By: /s/ Xxxxxx X. Xxxxx ------------------------- Title: Chairman ---------------------- Address: 0000 Xxxx Xxxxxx ----------------------------- Xxxxxxxxx, Xxxxxxxx 00000 ----------------------------- Accepted at New York, New York on June 16, 1992 CONGRESS FINANCIAL CORPORATION By: /s/ Xxxxxx Xxxxx --------------------------- Title: VP ------------------------ RIDER TO ACCOUNTS FINANCING AGREEMENT [SECURITY AGREEMENT] between Congress Financial Corporation and I.C. Xxxxxx & Company L.P. This Rider sets forth modifying terms to the respective indicated Sections of the Agreement corresponding to the asterisks in such Sections of the Agreement.

WAIVER OF JURY TRIAL; JURISDICTION; CHOICE OF LAW. 11.1. WE AND YOU EACH HEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENTWe and you each hereby waive all rights to a trial by jury in any action or proceeding of any kind arising out of or relating to this Agreement, AND SUPPLEMENT HERETOany supplement hereto, THE OBLIGATIONSthe Obligations, THE COLLATERAL OR ANY SUCH OTHER TRANSACTIONthe Collateral, or any such other transaction. We hereby waive rights of setoff and rights to interpose counterclaims in the event of any litigation with respect to any matter connected with this Agreement, any supplement hereto, the Obligations, the Collateral or any other transaction between the parties and we hereby irrevocably consent and submit to the non-exclusive jurisdiction of the Supreme Court of the State of New York and the United States District Court for the Southern District of New York in connection with any action or proceeding of any kind arising out of or relating to this Agreement, any supplement hereto, the Obligations, the Collateral or any such other transaction. 11.2. With respect to In any such action, proceeding or claim litigation we consent to accept waive personal service of process and any legal summons, complaint or other process to be served upon us and consent agree that same service thereof may be served by mailing a copy made by certified and/or regular or registered mail directed to us at our address set forth below. Such mailing shall be deemed personnel service and shall be legal and binding upon us in any such action, proceeding or claim. Within thirty (30) days after such mailing, we shall appear, answer, or otherwise move appear in respect of answer to such summons, complaint or other process. If we fail to appear or answer within the thirty (30) day period, failing which we shall be deemed in default and judgment may be entered by you against us for the amount of the claim and other relief requested therein. 11.3. This Agreement and all transactions thereunder shall be deemed to be consummated in the State of New York and shall be governed by and interpreted in accordance with the laws of that State. If any part or provision of this Agreement is invalid or in contravention of any applicable law or regulation, such part or provision shall be severable without affecting the validity of any other part or provision of this Agreement. Very truly yours, P.N.Y. ELECTRONICS, INC. _________________________________________ By: _________________________________________ Title: Address: __________________________________________ __________________________________________ Accepted at New York, New York on _________________________, 2000 CONGRESS FINANCIAL CORPORATION By: __________________________________ Title:________________________________ EXHIBIT B INVENTORY SECURITY AGREEMENT SUPPLEMENT TO ACCOUNTS FINANCING AGREEMENT [SECURITY AGREEMENT] Congress Financial Corporation 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Gentlemen: This Inventory Security Agreement ("Supplement") is a supplement to the Accounts Financing Agreement [Security Agreement] between us, dated of even date herewith (the "Agreement"). This Supplement is (a) hereby incorporated into the Agreement, (b) made a part thereof and (c) subject to the other terms, conditions, covenants and warranties thereof. All terms (including capitalized terms) used herein shall have the meanings ascribed to them respectively in the Agreement, unless otherwise defined in this Supplement.

WAIVER OF JURY TRIAL; JURISDICTION; CHOICE OF LAW. 11.1. WE AND YOU EACH HEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENTWe and you each hereby waive all rights to a trial by jury in any action or proceeding of any kind arising out of or relating to this Agreement, AND SUPPLEMENT HERETOany supplement hereto, THE OBLIGATIONSthe Obligations, THE COLLATERAL OR ANY SUCH OTHER TRANSACTIONthe Collateral, or any such other transaction. We hereby waive rights of setoff and rights to interpose counterclaims in the event of any litigation with respect to any matter connected with this Agreement, any supplement hereto, the Obligations, the Collateral or any other transaction between the parties and we hereby irrevocably consent and submit to the non-exclusive jurisdiction of the Supreme Court of the State of New York and the United States District Court for the Southern District of New York in connection with any action or proceeding of any kind arising out of or relating to this Agreement, any supplement hereto, the Obligations, the Collateral or any such other transaction. 11.2. With respect to In any such action, proceeding or claim litigation we consent to accept waive personal service of process and any legal summons, complaint or other process to be served upon us and consent agree that same service thereof may be served by mailing a copy made by certified and/or regular or registered mail directed to us at our address set forth below. Such mailing shall be deemed personnel service and shall be legal and binding upon us in any such action, proceeding or claim. Within thirty (30) days after such mailing, we shall appear, answer, or otherwise move appear in respect of answer to such summons, complaint or other process. If we fail to appear or answer within the thirty (30) day period, failing which we shall be deemed in default and judgment may be entered by you against us for the amount of the claim and other relief requested therein. 11.3. This Agreement and all transactions thereunder shall be deemed to be consummated in the State of New York and shall be governed by and interpreted in accordance with the laws of that State. If any part or provision of this Agreement is invalid or in contravention of any applicable law or regulation, such part or provision shall be severable without affecting the validity of any other part or provision of this Agreement. Very truly yours, P.N.Y. ELECTRONICS, INC. /s/ ILLEGIBLE ----------------------------------------- By: ----------------------------------------- Title: Address: 200 Anderson Avenue ------------------------------------------ Moonachie, New Jersey 07074 ------------------------------------------ Accepted at New York, New York on January 29, 1993 ---------- CONGRESS FINANCIAL CORPORATION By: /s/ ILLEGIBLE ----------------------------------- Title: VP -------------------------------- -13- EXHIBIT B [AMENDED AND RESTATED LOAN AGREEMENT] INVENTORY SECURITY AGREEMENT SUPPLEMENT TO ACCOUNTS FINANCING AGREEMENT [SECURITY AGREEMENT] Congress Financial Corporation 1133 Avenue of the Americas New York, New York 10036 Gentlemen: Xxxx Xxxxxxxxx Xxxxxxxx Xxxxxxxxx ("Xxxxxxxxxx") is a supplement to the Accounts Financing Agreement [Security Agreement] between us, dated of even date herewith (the "Agreement"). This Supplement is (a) hereby incorporated into the Agreement, (b) made a part thereof and (c) subject to the other terms, conditions, covenants and warranties thereof. All terms (including capitalized terms) used herein shall have the meanings ascribed to them respectively in the Agreement, unless otherwise defined in this Supplement.

WAIVER OF JURY TRIAL; JURISDICTION; CHOICE OF LAW. 11.1. WE AND YOU EACH HEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENTWe and you each hereby waive all rights to a trial by jury in any action or proceeding of any kind arising out of or relating to this Agreement, AND SUPPLEMENT HERETOany supplement hereto, THE OBLIGATIONSthe Obligations, THE COLLATERAL OR ANY SUCH OTHER TRANSACTIONthe Collateral or any such other transaction. We hereby waive rights of setoff and rights to interpose counterclaims in the event xxxxx of any litigation with respect to any matter connected with this Agreement, any supplement hereto, the Obligations, the Collateral or any other transaction between the parties and we hereby irrevocably consent and submit to the non-exclusive jurisdiction of the Supreme Court of the State of New York and the United States District Court for the Southern District of New York in connection with any action or proceeding of any kind arising out of or relating to this Agreement, any supplement hereto, the Obligations, the Collateral or any such other transaction. 11.2. With respect to In any such action, proceeding or claim litigation we consent to accept waive personal service of process and any legal summons, complaint or other process to be served upon us and consent agree that same service thereof may be served by mailing a copy made by certified and/or regular or registered mail directed to us at our address set forth below. Such mailing shall be deemed personnel service and shall be legal and binding upon us in any such action, proceeding or claim. Within thirty (30) days after such mailing, we shall appear, answer, or otherwise move appear in respect of answer to such summons, complaint or other process. If we fail to appear or answer within the thirty (30) day period, failing which we shall be deemed in default and judgment may be entered by you against us for the amount of the claim and other relief requested therein. 11.3. This Agreement and all transactions thereunder shall be deemed to be consummated in the State of New York and shall be governed by and interpreted in accordance with the laws of that State. If any part or provision of this Agreement is invalid or in contravention of any applicable law or regulation, such part or provision shall be severable without affecting the validity of any other part or provision of this Agreement. Very truly yours, EASTCO INDUSTRIAL SAFETY CORP. ------------------------------------------- By: /s/ [ILLEGIBLE] ------------------------------------- Title: V.P. Finance ------------------------------------- Address: 000 Xxxx 00xx Xxxxxx ------------------------------------------- Xxxxxxxxxx Xxxxxxx, Xxx Xxxx 00000 ------------------------------------------- Accepted at New York, New York as of October 1, 1991 CONGRESS FINANCIAL CORPORATION By: /s/ [ILLEGIBLE] ------------------------- Title: Vice President ------------------------ RIDER TO ACCOUNTS FINANCING AGREEMENT [SECURITY AGREEMENT] between Congress Financial Corporation and Eastco Industrial Safety Corp. This Rider sets forth modifying terms to the respective indicated Sections of the Agreement corresponding to the asterisks in such Sections of the Agreement.

WAIVER OF JURY TRIAL; JURISDICTION; CHOICE OF LAW. 11.1. WE AND YOU EACH HEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT11.1 We and you each hereby waive all rights to a trial by jury in any action or proceeding of any kind arising out of or relating to this Agreement, AND SUPPLEMENT HERETOany supplement hereto, THE OBLIGATIONSthe Obligations, THE COLLATERAL OR ANY SUCH OTHER TRANSACTIONthe Collateral or any such other transaction. We hereby waive rights of setoff and rights to interpose counterclaims (except compulsory counterclaims) in the event of any litigation with respect to any matter connected with this Agreement, any supplement hereto, the Obligations, the Collateral or any other transaction between the parties and we hereby irrevocably consent and submit to tot the non-exclusive jurisdiction of the Supreme Court of the State of New York and the United States District Court for the Southern District of New York in connection with any action or proceeding of any kind arising out of or relating to this Agreement, any supplement hereto, the Obligations, the Collateral or any such other transaction. 11.2. With respect to 11.2 In any such action, proceeding or claim litigation we consent to accept waive personal service of process and any legal summons, complaint or other process to be served upon us and consent agree that same service thereof may be served by mailing a copy made by certified and/or regular or registered mail directed to us at our address set forth below. Such mailing shall be deemed personnel service and shall be legal and binding upon us in any such action, proceeding or claim. Within thirty (30) days after such mailing, we shall appear, answer, or otherwise move appear in respect of answer to such summons, complaint or other process. If we fail to appear or answer within the thirty (30) day period, failing which we shall be deemed in default and judgment may be entered by you against us for the amount of the claim and other relief requested therein. 11.3. 11.3 This Agreement and all transactions thereunder shall be deemed to be consummated in the State of New York and shall be governed by and interpreted in accordance with the laws of that State. If any part or provision of this Agreement is invalid or in contravention of any applicable law or regulation, such part or provision shall be severable without affecting the validity of any other part or provision of this Agreement.. Very truly yours, E.F. XXXXXXX XXXPANY By: /s/ WILLXXX XXXXXX -------------------------------- Title: CHAIRMAN Address: 11090 XXXXXX XXXXXX XXXXXXXXXXX, XXXXXXXXX 00000 Xxcepted at New York, New York on July 31, 1992 CONGRESS FINANCIAL CORPORATION By: /s/ STEVXX XXXXX --------------------------- Title: VP TRADE FINANCING AGREEMENT SUPPLEMENT TO ACCOUNTS FINANCING AGREEMENT [SECURITY AGREEMENT] Congress Financial Corporation ( ) 1133 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxntlemen: This Trade Financing Agreement ("Supplement") is a supplement to the Accounts Financing Agreement [Security Agreement] between us dated July 31, 1992 (the "Agreement"). This Supplement is (a) hereby incorporated into the Agreement, (b) made a part thereof and (c) subject to the other terms, conditions, covenants and warranties thereof. All terms, including capitalized terms, used herein shall have the meanings ascribed to them respectively in the Agreement, unless otherwise defined in this Supplement. This Supplement will confirm the terms and conditions upon which you may, from time to time in your sole discretion, assist us in establishing or opening foreign or domestic letters of credit and extend other financial accommodations for our account. Accordingly, each of us hereby agrees as follows: