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

Choice of Law; Jurisdiction; Waiver of Jury Trial. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York, including, without limitation, Section 5-1401 of the New York General Obligations Law. To the fullest extent permitted by applicable law, the parties hereto hereby irrevocably submit to the exclusive jurisdiction of any New York State court or Federal court sitting in the County of New York in the Borough of Manhattan in respect of any claim, suit, action or proceeding arising out of or relating to the provisions of this Agreement and irrevocably agree that all claims in respect of any such claim, suit, action or proceeding may be heard and determined in any such court and that service of process therein may be made by certified mail, postage prepaid, to the address set forth for each Plan Sponsor on Schedule 1 hereto and Designated Entity on Schedule 2 hereto. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in any such court, and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right to trial by jury with respect to any claim, suit, action or proceeding arising out of or relating to this Agreement or any of the other transactions contemplated hereby. The provisions of this Section 6 are intended to be effective upon the execution of this Agreement without any further action by any person.

Choice of Law; Jurisdiction; Waiver of Jury Trial. This Agreement Purchase Letter will be governed by, and construed in accordance with, the laws of the State of New York, including, without limitation, Section 5-1401 of the New York General Obligations Law. To the fullest extent permitted by applicable law, the parties hereto hereby irrevocably submit to the exclusive jurisdiction of any New York State court or Federal court sitting in the County of New York in the Borough of Manhattan in respect of any claim, suit, action or proceeding arising out of or relating to the provisions of this Agreement Purchase Letter and irrevocably agree that all claims in respect of any such claim, suit, action or proceeding may be heard and determined in any such court and that service of process therein may be made by certified mail, postage prepaid, to the address set forth for each Plan Sponsor Purchaser on Schedule 1 hereto and Designated Entity on Schedule 2 hereto. Each The Purchasers party hereto hereby waiveswaive, to the fullest extent permitted by applicable law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in any such court, and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each The Purchasers party hereto hereby waiveswaive, to the fullest extent permitted by applicable law, any right to trial by jury with respect to any claim, suit, action or proceeding arising out of or relating to this Agreement Purchase Letter, any of the Transactions or any of the other transactions contemplated herebyhereby or thereby. The provisions of this Section 6 5 are intended to be effective upon the execution of this Agreement Purchase Letter without any further action by any personPurchaser and the introduction of a true copy of this Purchase Letter into evidence shall be conclusive and final evidence as to such matters.

Choice of Law; Jurisdiction; Waiver of Jury Trial. This Agreement will shall in all respects be governed by, and construed in accordance with, with and governed by the internal laws of the State state of New York, including[State], without limitationgiving effect to any choice of law statutes or provisions which would cause it to be governed by any other state’s laws. Except as otherwise specifically provided herein, Section 5-1401 of the New York General Obligations Law. To the fullest extent permitted by applicable law, the parties hereto [Advisor] and [FIRM] each hereby irrevocably submit to the exclusive jurisdiction of any New York State court or Federal court sitting the United States District Courts located in the County state of New York [State] (or, if subject matter jurisdiction is not available in that court, in any state court located within the Borough state of Manhattan [State]) over any dispute arising out of or relating to this Agreement. Except as otherwise specifically provided in respect of this Agreement, the Parties undertake not to commence any claim, suit, action action, or proceeding arising out of or relating to the provisions of this Agreement and irrevocably agree in a forum other than a form described in this Section 11(B); provided, however, that all claims in respect of nothing herein shall prelude [Firm] from bringing any such claim, suit, action or proceeding in any other court for the purposes of enforcing the provisions of this Section 11 or enforcing any judgment obtained by [Firm]. The agreement of the Parties to the forum described in Section 11(B) is independent of the law that may be heard and determined applied in any suit, action, or proceeding and the Parties agree to such court and that service of process therein may be made by certified mailforum even if such forum may, postage prepaid, under applicable law choose to the address set forth for each Plan Sponsor on Schedule 1 hereto and Designated Entity on Schedule 2 heretoapply non-forum law. Each party hereto The Parties hereby waiveswaive, to the fullest extent permitted by applicable law, any objection that which they may now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action action, or proceeding brought in an applicable court described in Section 11(B), and the Parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The Parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, or proceeding brought in any such court, applicable court described in Section 11(B) shall be conclusive and any claim that any such suit, action or proceeding brought binding upon the Parties and may be enforced in any such court has been brought in an inconvenient forumother jurisdiction. Each party Party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury with in respect to of any claim, suit, action action, or proceeding arising out of or relating to this Agreement Agreement. Each Party hereto (i) certifies that no representative, agent, or attorney of any other Party has represented, expressly or otherwise, that such Party would not, in the event of any action, suit, or proceeding, seek to enforce the foregoing waiver; and (ii) acknowledges that it and the other transactions contemplated hereby. The provisions of Party hereto has been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 6 are intended to be effective upon the execution of this Agreement without any further action by any person11.