Common use of Waiver of Jury Trial; Venue Clause in Contracts

Waiver of Jury Trial; Venue. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. The Pledgor agrees that all proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement, the other Transaction Documents (as defined in the Purchase Agreement) and the Notes (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) may be brought in the Courts of New York County, New York or of the United States of America for the Southern District of New York and hereby expressly submits to the personal jurisdiction and venue of such courts for the purposes thereof and expressly waives any claim of improper venue and any claim that such courts are an inconvenient forum. Each of the Pledgor and the Lender hereby irrevocably consents to the service of process of any of the aforementioned courts in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, at the address in effect for notices to it under the Purchase Agreement, such service to become effective 10 days after such mailing. Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law. Each of the Pledgor and the Lender hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Agreement shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party. The Pledgor and the Lender hereby waive all rights to trial by jury.

Waiver of Jury Trial; Venue. All questions concerning Seller and Purchaser each hereby waives any right to jury trial in the construction, validity, enforcement and interpretation of event any party files an action relating to this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard or to the principles transactions or obligations contemplated hereunder. For purposes of conflicts of law thereof. The Pledgor agrees that all proceedings concerning the interpretationsany suit, enforcement and defense of the transactions contemplated by action or proceeding involving this Agreement, Buyer and Seller hereby expressly submit to the other Transaction Documents (as defined jurisdiction of all federal and state courts sitting in the Purchase Agreement) Commonwealth of Massachusetts and consent that any order, process, notice of motion or application to or by any such court or a judge thereof may be served within or without such court’s jurisdiction by registered mail or by personal service, provided that a reasonable time for appearance is allowed, and the Notes (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) may be brought in the Courts of New York County, New York or of the United States of America for the Southern District of New York and hereby expressly submits to the personal jurisdiction and venue of such courts for the purposes thereof and expressly waives any claim of improper venue and any claim parties agree that such courts are an inconvenient forum. Each of the Pledgor and the Lender hereby irrevocably consents to the service of process of any of the aforementioned courts in shall have exclusive jurisdiction over any such suit, action or proceeding commenced by either or both of said parties. In furtherance of such agreement, the mailing parties agree upon the request of copies thereof by registered the other to discontinue (or certified mailagree to the discontinuance of) any such suit, postage prepaid, at the address in effect for notices to it under the Purchase Agreement, such service to become effective 10 days after such mailing. Nothing in this Section shall affect action or limit any right to serve process proceeding pending in any other manner permitted by lawjurisdiction. Each party hereby irrevocably waives any objection that it may now or hereafter have to the laying of the Pledgor and the Lender hereby agree that the prevailing party in venue of any suit, action or proceeding arising out of or relating to this Agreement shall be entitled to reimbursement for reasonable legal fees from brought in any federal or state court sitting in the non-prevailing party. The Pledgor Commonwealth of Massachusetts, and the Lender hereby waive all rights to trial by juryfurther irrevocably waives any claim that such suit, action or proceeding brought in any such court has been brought in an inconvenient form.