Common use of Applicable Law; Jurisdiction; Waiver of Jury Trial Clause in Contracts

Applicable Law; Jurisdiction; Waiver of Jury Trial. (A) This Agreement is made under, and shall be construed and enforced in accordance with, the Legal Requirements of the State of Delaware applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of law. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the Court of Chancery of the State of Delaware, and each of the parties hereby irrevocably consents to the jurisdiction of such court (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Legal Requirements, any objection that it may now or hereafter have to the laying of the venue of such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 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 any other manner provided by Legal Requirements. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.8. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Legal Requirements. Each party hereto agrees not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided herein.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (Aa) This Agreement is made under, and shall be construed and enforced in accordance with, the Legal Requirements of the State of Delaware applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of law. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the Court of Chancery of the State of Delaware, and each of the parties hereby irrevocably consents to the jurisdiction of such court (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Legal Requirements, any objection that it may now or hereafter have to the laying of the venue of such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 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 any other manner provided by Legal Requirements. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.8. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Legal Requirements. Each party hereto agrees not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided herein.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (A) This Agreement is made underAgreement, and any Action, dispute or other controversy arising out of or relating hereto shall be governed by, and construed and enforced in accordance with, the Legal Requirements Laws of the State of Delaware applicable to agreements made and to be performed solely thereinDelaware, without giving effect regard to any applicable conflicts or choice of law principles thereof. Each of conflicts the Parties hereby irrevocably and unconditionally (1) consents to submit itself to the personal jurisdiction of law. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any federal court located in the State of Delaware in the event of any dispute arising out of or related to this Agreement or any of the transactions contemplated hereby, (2) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (3) agrees that it will not, and waives any right to, bring any Action relating to or arising out of this Agreement or any of the transactions contemplated hereby in any court other than the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any federal court located in the State of Delaware, and each of the parties hereby irrevocably consents to the jurisdiction of such court (and of the appropriate appellate courts therefrom4) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Legal Requirements, waives any objection that it may now or hereafter have to the laying venue of any such Action in the Court of Chancery of the venue State of such suitDelaware or, action or proceeding in any if such court lacks subject matter jurisdiction, any federal court located in the State of Delaware or that any such suit, action or proceeding brought in any such court has been Action was brought in an inconvenient forumforum and agrees not to plead or claim the same. Each of the parties hereto Parties hereby 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 any other manner provided by Legal Requirements. Each party to this Agreement irrevocably consents to service of process in any process, summons, notice or document by U.S. registered mail to the manner provided for notices respective addresses set forth in Section 8.8. Nothing 9(g) shall be effective service of process for any Action in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Legal Requirements. Each party hereto agrees not to commence any legal proceedings relating to or arising out of connection with this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided hereinhereby.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (A) This Agreement is made underAgreement, and all Claims and causes of action (whether in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity) that may be based on, arise out of or relate to this Agreement or the negotiation, execution, performance or subject matter hereof, shall be construed and enforced in accordance with, governed by the Legal Requirements Laws of the State of Delaware applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of law. The parties hereto agree that Except as set forth in Section 2.4, in any suit, action among or proceeding seeking to enforce between any provision of, or based on any matter of the Parties arising out of or in connection withrelating to this Agreement, this Agreement or each Party (a) irrevocably and unconditionally consents and submits to the transactions contemplated hereby shall be brought in exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the U.S. District Court for the District of Delaware, and each of the parties hereby irrevocably consents to the jurisdiction (b) agrees that all Claims in respect of such court (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding shall be heard and irrevocably waivesdetermined exclusively in accordance with clause (a) of this Section 8.5, to the fullest extent permitted by Legal Requirements, (c) waives any objection that it may now or hereafter have to the laying of the venue of such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive in such courts, (d) waives any objection that any such court is an inconvenient forum or does not have jurisdiction over any Party and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Legal Requirements. Each party to this Agreement irrevocably consents to (e) agrees that service of process in the manner provided for notices in Section 8.8. Nothing in this Agreement will affect the right of any party to this Agreement to serve process upon such Party in any other manner permitted by Legal Requirementssuch action shall be effective if such process is given as a notice in accordance with Section 8.9. Each party hereto agrees not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided hereinEACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (A) This Agreement is made under, and shall be construed and enforced in accordance with, the Legal Requirements laws of the State of Delaware applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of law. The Any action among or between any of the parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, relating to this Agreement or the transactions contemplated hereby shall be brought in the Delaware Chancery Court of Chancery of or, if such court shall not have jurisdiction, any federal court located in the State of DelawareDelaware or other Delaware state court, and each of the parties hereby irrevocably consents to the jurisdiction of such court courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Legal Requirementslaw, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties hereto agrees that a final judgment Process in any such action or proceeding shall be conclusive and may be enforced served on any party anywhere in other jurisdictions by suit on the judgment world, whether within or in without the jurisdiction of any other manner provided by Legal Requirementssuch court. Each Without limiting the foregoing, each party to this Agreement irrevocably consents to agrees that service of process in the manner on such party as provided for notices in Section 8.87.9 shall be deemed effective service of process on such party. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Legal Requirements. Each party hereto agrees not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided hereinEACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (A) This Agreement is made underAgreement, and all Claims and causes of action (whether in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity) that may be based on, arise out of or relate hereto or the negotiation, execution, performance or subject matter hereof, shall be construed and enforced in accordance with, governed by the Legal Requirements Laws of the State of Delaware applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of law. The parties hereto agree that any suit, action or proceeding seeking Each Party (a) irrevocably and unconditionally consents and submits to enforce any provision of, or based on any matter arising out the exclusive jurisdiction and venue of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the U.S. District Court for the District of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, (b) agrees that all Claims and each causes of action shall be heard and determined exclusively in the parties hereby irrevocably consents courts identified in clause (a) of this Section 10.4 or any court that has appellate jurisdiction over those courts, (c) waives any objection to the jurisdiction of such court (and of the appropriate appellate courts therefrom) laying venue in any such suitClaim or cause of action in such courts, action or proceeding and irrevocably waives, to the fullest extent permitted by Legal Requirements, (d) waives any objection that it may now any such court is an inconvenient forum or hereafter does not have to the laying jurisdiction over any Party and (e) agrees that service of the venue of process upon such suit, action or proceeding Party in any such court Claim or that any such suit, cause of action or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and effective if such process is given as a notice under Section 10.9. EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY CLAIM OR CAUSE OF ACTION that may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Legal Requirements. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.8. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Legal Requirements. Each party hereto agrees not to commence any legal proceedings relating to or arising based on, arise out of this Agreement or relate HERETO or the transactions contemplated hereby in any jurisdiction negotiation, execution, performance or courts other than as provided hereinsubject matter hereof.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (A) This Agreement is made underletter agreement, and all claims, disputes and causes of action (whether in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity) that may be based on, arise out of or relate hereto or the negotiation, execution, performance or subject matter hereof, shall be construed and enforced in accordance with, governed by the Legal Requirements Laws of the State of Delaware applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of law. The parties hereto agree that With respect to any suitsuch claim, action dispute or proceeding seeking cause of action, each Party (a) irrevocably and unconditionally consents and submits to enforce any provision of, or based on any matter arising out the exclusive jurisdiction and venue of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the U.S. District Court for the District of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, (b) agrees that all such claims, disputes and each causes of action shall be heard and determined exclusively in the parties hereby irrevocably consents courts identified in clause (g) of this Section 4, c) waives any objection to the jurisdiction of such court (and of the appropriate appellate courts therefrom) laying venue in any such suitclaim, dispute or cause of action or proceeding and irrevocably waivesin such courts, to the fullest extent permitted by Legal Requirements, (d) waives any objection that it may now any such court is an inconvenient forum or hereafter does not have to the laying jurisdiction over any Party and (e) agrees that service of the venue of process upon such suit, action or proceeding Party in any such court claim, dispute or that any such suit, cause of action or proceeding brought in any such court has been brought in an inconvenient forum. 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 effective if such process is given as a notice the judgment or in any other manner provided by Legal RequirementsPurchase Agreement. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.8. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Legal Requirements. Each party hereto agrees not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided hereinEACH PARTY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY CLAIM, DISPUTE OR CAUSE OF ACTION THAT MAY BE BASED ON, ARISE OUT OF OR RELATE HERETO OR THE NEGOTIATION, EXECUTION, PERFORMANCE OR SUBJECT MATTER HEREOF.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (A) This Agreement is made underAgreement, and all Actions and causes of action (whether in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity), that may be based on this Agreement, arise out of this Agreement or relate hereto or the negotiation, execution, performance or subject matter hereof, shall be construed and enforced in accordance with, governed by the Legal Requirements Laws of the State of Delaware applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of law. The parties hereto agree For any Action or cause of action that any suit, action or proceeding seeking to enforce any provision of, or may be based on any matter arising this Agreement, arise out of or in connection with, this Agreement or relate hereto or the transactions contemplated hereby shall be brought in negotiation, execution, performance or subject matter hereof, each Party (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the U.S. District Court for the District of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, (b) agrees that all such Actions and each causes of action shall be heard and determined exclusively under the parties hereby irrevocably consents foregoing clause (a), (c) waives any objection to the jurisdiction of such court (and of the appropriate appellate courts therefrom) laying venue in any such suitActions or cause of action in such courts, action or proceeding and irrevocably waives, to the fullest extent permitted by Legal Requirements, (d) waives any objection that it may now any such court is an inconvenient forum or hereafter does not have to the laying jurisdiction over any Party and (e) agrees that service of the venue of process upon such suit, action or proceeding Party in any such court Action or that any such suit, cause of action or proceeding brought in any such court has been brought in an inconvenient forum. 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 any other manner provided by Legal Requirementseffective if such process is given as a notice under Section 8.5. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.8. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Legal Requirements. Each party hereto agrees not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided hereinEACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR CAUSE OF ACTION THAT MAY BE BASED ON THIS AGREEMENT, ARISE OUT OF THIS AGREEMENT OR RELATE HERETO OR THE NEGOTIATION, EXECUTION, PERFORMANCE OR SUBJECT MATTER HEREOF.