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

Governing Law and Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. EACH PARTY 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. (b) This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in such state. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of the United States of America located in the Borough of Manhattan in the City of New York or the courts of the State of New York in each case located in the Borough of Manhattan in the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company and the Underwriters acknowledge and agree that service of process in any Related Proceeding may be given to or served upon it and shall be valid and effective if delivered by DHL Express or other courier service, with electronic proof of delivery to its address on the first page of this Agreement, to the attention of its signatory to this Agreement, with a copy to its General Counsel at the same address. With respect to any Related Proceeding, each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any Related Judgment, each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended.

Governing Law and Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. EACH PARTY 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. (b) This Agreement shall and any claims arising hereunder will be governed by and construed in accordance with the internal laws of the State of New York Texas, excluding principles of conflict or choice of law. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. To the extent permitted by applicable law, you and SAVI Controls hereby irrevocably submit to agreements made and to be performed in such state. Any legal suit, action the jurisdiction of any Texas state court or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of the United States of America located federal court, in the Borough of Manhattan either case sitting in the City of New York or the courts of the State of New York in each case located in the Borough of Manhattan in the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for Texas over any suit, action or other proceeding brought in any such court. The parties by you, a third party, or SAVI Controls arising out of or relating to these Terms, and you and SAVI Controls hereby irrevocably and unconditionally waive any objection agree that all claims with respect to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought shall be heard and determined in such courts. THE PARTIES HEREBY UNCONDITIONALLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING DIRECTLY OR INDIRECTLY OUT OF, RELATED TO, OR IN ANY WAY CONNECTED WITH THE PERFORMANCE OR BREACH OF THIS AGREEMENT, AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED AMONG THEM. The scope of this waiver is intended to be all encompassing of any and all disputes that may be filed in any such court has been brought in an inconvenient forum. The Company and the Underwriters acknowledge and agree that service of process in any Related Proceeding may be given to or served upon it and shall be valid and effective if delivered by DHL Express or other courier service, with electronic proof of delivery to its address on the first page of this Agreement, to the attention of its signatory to this Agreement, with a copy to its General Counsel at the same address. With respect to any Related Proceeding, each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any Related Judgment, each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, includingtribunal \(including, without limitation, any immunity pursuant contract claims, tort claims, breach of duty claims, and all other common law and statutory claims). THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS, OR MODIFICATIONS TO THIS AGREEMENT, AND RELATED DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS TRANSACTION OR ANY RELATED TRANSACTION. In the event of litigation, this Agreement may be filed as a written consent to a trial by the United States Foreign Sovereign Immunities Act of 1976, as amendedcourt.

Governing Law and Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. EACH PARTY HEREBY IRREVOCABLY WAIVESAll questions concerning the construction, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWvalidity, 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. (b) This 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 applicable York, without regard to agreements made and to be performed in such statethe principles of conflicts of law thereof. Any legal suitEach party hereto agrees that any action, action suit or proceeding arising out of or based upon relating to this Agreement (whether brought against a party hereto or the transactions contemplated hereby (“Related Proceedings”its respective affiliates, employees or agents) may be instituted commenced in the federal state courts of sitting in New York City, New York, Borough or Manhattan and the United States District Court of America located in the Borough of Manhattan in the City Southern District of New York or the courts and any appellate court from any thereof. Each party hereto hereby (1) irrevocably waives personal service of the State of New York in each case located in the Borough of Manhattan in the City of New York process, (collectively2) waives, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction fullest extent permitted by applicable law, (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusivex) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection that it may now or hereafter have to the laying of venue of any suitsuch action, action suit or other proceeding in the Specified Courts proceeding; and irrevocably and unconditionally waive and agree not to plead (y) any claim that it may now or claim in any such court hereafter have that any such suitaction, action suit or other proceeding brought in any such a court has been brought in an inconvenient forum. The Company , (3) submits to the nonexclusive jurisdiction of such courts in any such action, suit or proceeding and (4) consents to process being served in any such action, suit or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the Underwriters acknowledge address in effect for notices to it under this Agreement (and agree agrees that such service shall constitute good and sufficient service of process in any Related Proceeding may be given to or served upon it and shall be valid and effective if delivered by DHL Express or other courier service, with electronic proof of delivery to its address on the first page of this Agreement, to the attention of its signatory to this Agreement, with a copy to its General Counsel at the same addressnotice thereof). With respect to any Related Proceeding, each Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all immunity (whether on right to trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any Related Judgment, each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amendedtransactions contemplated hereby.

Governing Law and Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. EACH PARTY HEREBY IRREVOCABLY WAIVESAll questions concerning the construction, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWvalidity, 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. (b) This enforcement and interpretation of this Agreement shall be governed by and construed in accordance with the internal laws of the State of New York applicable York, without giving effect to agreements made and to be performed in such state. Any legal suit, action any choice of law or proceeding arising out conflict of law provision or based upon this Agreement or the transactions contemplated hereby rule (“Related Proceedings”) may be instituted in the federal courts of the United States of America located in the Borough of Manhattan in the City of New York or the courts whether of the State of New York in each case located in or any other jurisdictions) that would cause the Borough application of Manhattan in the City laws of any jurisdictions other than the State of New York (collectively, the “Specified Courts”), and each York. Each party hereby irrevocably submits to the exclusive jurisdiction (except of the state and federal courts sitting in The City of New York, Borough of Manhattan, for proceedings instituted the adjudication of any dispute hereunder or in regard 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 enforcement of a judgment jurisdiction of any such court (a “Related Judgment”)court, as to which that such jurisdiction suit, action or proceeding is non-exclusive) brought in an inconvenient forum or that the venue of such courts 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. Service of any process, summons, notice or document proceeding by mail mailing a copy thereof to such party’s party at the address set forth above for such notices to it under this Agreement and agrees that such service shall be effective constitute good and sufficient service of process for any suit, action or other proceeding brought and notice thereof. Nothing contained herein shall be deemed to limit in any such court. The parties irrevocably and unconditionally waive way any objection right to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company and the Underwriters acknowledge and agree that service of serve process in any Related Proceeding may be given to or served upon it and shall be valid and effective if delivered by DHL Express or other courier service, with electronic proof of delivery to its address on the first page of this Agreement, to the attention of its signatory to this Agreement, with a copy to its General Counsel at the same address. With respect to any Related Proceeding, each party irrevocably waives, to the fullest extent manner permitted by applicable law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, all immunity (whether on the basis of sovereignty or otherwise) from jurisdictionAND AGREES NOT TO REQUEST, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any Related Judgment, each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amendedA JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law and Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. EACH PARTY HEREBY IRREVOCABLY WAIVESAll questions concerning the construction, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWvalidity, 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. (b) This enforcement and interpretation of this Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York applicable York, without regard to agreements made and to be performed in such statethe principles of conflicts of law thereof. Any legal suitEach party hereto agrees that any action, action suit or proceeding arising out of or based upon relating to this Agreement (whether brought against a party hereto or the transactions contemplated hereby (“Related Proceedings”its respective affiliates, employees or agents) may be instituted commenced in the federal state courts sitting in New York City, New York, Borough of Manhattan and the United States District Court of America located in the Borough of Manhattan in the City Southern District of New York or the courts of the State of New York in each case located in the Borough of Manhattan in the City of New York (collectively, the “Specified Courts”)York, and each any appellate court from any thereof. Each party hereto hereby (1) irrevocably submits waives personal service of process, (2) waives, to the exclusive jurisdiction fullest extent permitted by applicable law, (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusivex) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection that it may now or hereafter have to the laying of venue of any suitsuch action, action suit or other proceeding in the Specified Courts proceeding; and irrevocably and unconditionally waive and agree not to plead (y) any claim that it may now or claim in any such court hereafter have that any such suitaction, action suit or other proceeding brought in any such a court has been brought in an inconvenient forum. The Company , (3) submits to the nonexclusive jurisdiction of such courts in any such action, suit or proceeding and (4) consents to process being served in any such action, suit or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the Underwriters acknowledge address in effect for notices to it under this Agreement (and agree agrees that such service shall constitute good and sufficient service of process in any Related Proceeding may be given to or served upon it and shall be valid and effective if delivered by DHL Express or other courier service, with electronic proof of delivery to its address on the first page of this Agreement, to the attention of its signatory to this Agreement, with a copy to its General Counsel at the same addressnotice thereof). With respect to any Related Proceeding, each Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all immunity (whether on right to trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the basis of sovereignty transactions contemplated hereby. Nothing in this Agreement or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution in any other Transaction Document shall affect any right that the Purchaser may otherwise have to which it might otherwise be entitled in the Specified Courts, and with respect bring any action or proceeding relating to any Related Judgment, each party waives any such immunity in the Specified Courts this Agreement or any other court Transaction Document against the Company or any of competent jurisdiction, and will not raise its Subsidiaries or claim any of their respective properties or cause to be pleaded any such immunity at or assets in respect the courts of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amendedjurisdiction.

Governing Law and Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. EACH PARTY 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. (b) This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York applicable but without regard to agreements made principles of conflicts of laws. The Company and the Selling Shareholders irrevocably (a) submit to be performed in such state. Any legal suit, action or proceeding arising out the jurisdiction of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of the United States of America located in the Borough of Manhattan in the City of New York or the courts any court of the State of New York in each case located in or the Borough United State Federal District Court of Manhattan in the City Southern District of New York (collectively, for the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement purpose of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action action, or other proceeding brought arising out of this Agreement, or any of the agreements or transactions contemplated by this Agreement, the Registration Statement and the Prospectus (each, a "Proceeding"), (b) agrees that all claims in respect of any Proceeding may be heard and determined in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company and the Underwriters acknowledge and agree that service of process in any Related Proceeding may be given to or served upon it and shall be valid and effective if delivered by DHL Express or other courier service, with electronic proof of delivery to its address on the first page of this Agreement, to the attention of its signatory to this Agreement, with a copy to its General Counsel at the same address. With respect to any Related Proceeding, each party irrevocably (c) waives, to the fullest extent permitted by applicable law, all any immunity from jurisdiction of any such court or from any legal process therein, (whether d) agrees not to commence any Proceeding other than in such courts, (e) waives, to the fullest extent permitted by law, any claim that such Proceeding is brought in an inconvenient forum, (f) irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the basis transactions contemplated hereby which is instituted in any New York Court or in any competent court in the British Virgin Islands. Each of sovereignty or otherwise) from jurisdictionthe Company and the Selling Shareholders hereby irrevocably designate CT Corporation System Inc. ("CT Corporation"), 111 Eighth Avenue, New York New York 10011 as agent upon whom process xxxxxxx xxx Xxxxxxx xx xxx Xxxxxxx Xxxxxxxlder may be served. Each of the Company and each Selling Shareholder represents to each Underwriter that it has notified CT Corporation of such designation and that CT Corporation has accepted the same in writing. Each of the Company and each Selling Shareholder further agrees that, to the extent permitted by law, service of processprocess upon CT Corporation and written notice of said service to the Company or such Selling Shareholder, attachment (both before as the case may be, mailed by first class airmail or delivered to it at the address specified in Section 14 shall be deemed in every respect effective service of process upon the Company or such Selling Shareholder, as the case may be, in any such suit or proceeding. Each of the Company and after judgment) each Selling Shareholder further agrees to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary to which it might otherwise be entitled continue such designation and appointment in full force and effect for five years from the Closing Date or Additional Closing Date, if any, in the Specified Courtscase of the Company. THE COMPANY AND EACH SELLING SHAREHOLDER (ON BEHALF OF ITSELF AND, and with respect to any Related JudgmentTO THE FULLEST EXTENT PERMITTED BY LAW, each party waives any such immunity in the Specified Courts or any other court of competent jurisdictionON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS IF SUCH PARTY IS NOT A NATURAL PERSON) AND EACH OF THE UNDERWRITERS HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related JudgmentARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amendedTHE REGISTRATION STATEMENT AND THE PROSPECTUS.