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

CHOICE OF LAW AND VENUE; WAIVER OF JURY TRIAL. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the 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, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

CHOICE OF LAW AND VENUE; WAIVER OF JURY TRIAL. All questions concerning the construction, validity, enforcement and interpretation of this Agreement This Term Note shall be governed by and construed in accordance with the internal laws law of the State of New York. Except as otherwise expressly provided in this Term Note, without giving effect the Issuers and the Noteholders agree that any suit, action or proceeding seeking to enforce any choice provision of, or based on any matter arising out of law or conflict of law provision in connection with, this Term Note or rule (whether of the State transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the New York State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts court sitting in The City New York City, so long as one 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, and hereby irrevocably waives, and agrees not to assert in any such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any claim that it is not personally subject cause of action arising out of this Term Note shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that courts (and of the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by mailing a copy thereof law, 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 which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party at anywhere in the address for world, whether within or without the jurisdiction of any such notices to it under this Agreement and court. Without limiting the foregoing, each party agrees that such service shall constitute good and sufficient service of process and notice thereof. If any provision of this Agreement on such party as provided in Article 22 shall be invalid or unenforceable in any jurisdiction, deemed effective service of process on such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdictionparty. EACH PARTY OF THE ISSUERS AND THE NOTEHOLDERS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF IN ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYTERM NOTE.