Common use of 8Governing Law Clause in Contracts

8Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement will be governed by and construed and enforced in accordance with the internal laws of the State of Nevada, without regard to the principles of conflicts of law thereof. Each party agrees that all Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective Affiliates, employees or agents) will be commenced exclusively in the Nevada Courts. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Nevada Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of the any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any such Nevada Court, or that such Proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service will constitute good and sufficient service of process and notice thereof. Nothing contained herein will be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. If either party will commence a Proceeding to enforce any provisions of a Transaction Document, then the prevailing party in such Proceeding will be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Proceeding.

8Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement will the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws Laws of the State of NevadaNew York, without regard to the principles of conflicts of law thereof. Each party agrees that all Proceedings legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective Affiliatesaffiliates, directors, officers, shareholders, employees or agents) will shall be commenced exclusively in the Nevada Courtsstate and federal courts sitting in the State of New York. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Nevada Courts state and federal courts sitting in the State of New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of the any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Proceedingsuit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such Nevada Courtcourt, or that such Proceeding has been commenced in an suit, action or proceeding is improper or is an inconvenient forumvenue for such proceeding. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service will shall constitute good and sufficient service of process and notice thereof. Nothing contained herein will shall be deemed to limit in any way any right to serve process in any other manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. If either party will commence a Proceeding to enforce any provisions of a Transaction Document, then the prevailing party in such Proceeding will be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such ProceedingLaw.

8Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement will the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of NevadaDelaware, without regard to the principles of conflicts of law thereof. Each party agrees that all Proceedings legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective Affiliatesaffiliates, directors, officers, stockholders, employees or agents) will shall be commenced exclusively in the Nevada Courtsstate and federal courts sitting in the County of San Diego. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Nevada Courts state and federal courts sitting in the County of San Diego, State of California, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of the any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Proceedingsuit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such Nevada Courtcourt, or that such Proceeding has been commenced in an suit, action or proceeding is improper or is an inconvenient forumvenue for such proceeding. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service will shall constitute good and sufficient service of process and notice thereof. Nothing contained herein will shall be deemed to limit in any way any right to serve process in any other manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. If either party will shall commence a Proceeding an action or proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.4 and the obligations of a Transaction DocumentPurchaser under Section 4.5, then the prevailing party in such Proceeding will action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Proceedingaction or proceeding.

8Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement will shall be governed by and construed and enforced in accordance with the internal laws of the State of NevadaCalifornia, without regard to the principles of conflicts of law thereof. Each party agrees that all Proceedings legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective Affiliatesaffiliates, directors, officers, shareholders, employees or agents) will shall be commenced exclusively in the Nevada Courtsstate and federal courts sitting in Middlesex County or Suffolk County, Commonwealth of Massachusetts. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Nevada Courts state and federal courts sitting in Middlesex County or Suffolk County, Commonwealth of Massachusetts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of the any of the Transaction Documents)herein, and hereby irrevocably waives, and agrees not to assert in any Proceedingsuit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such Nevada Courtcourt, or that such Proceeding has been commenced in an suit, action or proceeding is improper or is an inconvenient forumvenue for such proceeding. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service will shall constitute good and sufficient service of process and notice thereof. Nothing contained herein will shall be deemed to limit in any way any right to serve process in any other manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. If either party will shall commence a Proceeding an action or proceeding to enforce any provisions of a Transaction Documentthis Agreement, then the prevailing party in such Proceeding will action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Proceedingaction or proceeding.

8Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement will the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of NevadaNew York, without regard to the principles of conflicts of law thereof. Each party agrees that all Proceedings legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective Affiliatesaffiliates, directors, officers, shareholders, employees or agents) will shall be commenced exclusively in the Nevada Courtsstate and federal courts sitting in the City of New York. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Nevada Courts state and federal courts sitting in the City of New York, borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of the any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Proceedingsuit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such Nevada Courtcourt, or that such Proceeding has been commenced in an suit, action or proceeding is improper or inconvenient forumvenue for such proceeding. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service will shall constitute good and sufficient service of process and notice thereof. Nothing contained herein will shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYThe parties hereby waive all rights to a trial by jury. If either party will shall commence a Proceeding an action or proceeding to enforce any provisions of a the Transaction DocumentDocuments, then the prevailing party in such Proceeding will action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ ' fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Proceedingaction or proceeding.

8Governing Law. All questions concerning the construction(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL SUBSTANTIVE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW, validityAND THE OBLIGATIONS, enforcement and interpretation of this Agreement will be governed by and construed and enforced in accordance with the internal laws RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of the State of Nevada, without regard to the principles of conflicts of law thereof. Each party agrees that all Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective Affiliates, employees or agents) will be commenced exclusively in the Nevada Courts. Each party Parties hereto hereby irrevocably submits and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Nevada Courts a court with applicable jurisdiction located in California, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for the adjudication recognition or enforcement of any dispute hereunder judgment, and each of the Parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such court located in California. Each of the Parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in connection herewith or with any transaction contemplated other manner provided by Applicable Law. (c) Each of the Parties hereto hereby or discussed herein (including with respect irrevocably and unconditionally waives, to the enforcement fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in Section 8.8. Each of the any of the Transaction Documents), and Parties hereto hereby irrevocably waives, and agrees not to assert the fullest extent permitted by Applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any Proceeding, any claim that it is not personally subject such court. (d) Each of the Parties hereto irrevocably consents to the jurisdiction of any such Nevada Court, or that such Proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect manner provided for notices to it under in Section 8.4. Nothing in this Agreement and agrees that such service will constitute good and sufficient service affect the right of process and notice thereof. Nothing contained herein will be deemed to limit in any way any right Party hereto to serve process in any other manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. If either party will commence a Proceeding to enforce any provisions of a Transaction Document, then the prevailing party in such Proceeding will be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such ProceedingApplicable Law.

8Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement will the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of NevadaColorado, without regard to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the ​ ​ ​ ​ interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective Affiliatesaffiliates, directors, officers, shareholders, partners, members, employees or agents) will shall be commenced exclusively in the Nevada Courtsstate and federal courts sitting in the City of Colorado. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Nevada Courts state and federal courts sitting in the City of Denver for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of the any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such Nevada Courtcourt, or that such Action or Proceeding has been commenced in an is improper or is an inconvenient forumvenue for such Proceeding. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service will shall constitute good and sufficient service of process and notice thereof. Nothing contained herein will shall be deemed to limit in any way any right to serve process in any other manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. If either any party will shall commence a an Action or Proceeding to enforce any provisions of a the Transaction DocumentDocuments, then then, in addition to the obligations of the Company under Section 4.6, the prevailing party in such Action or Proceeding will shall be reimbursed by the other non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.