Common use of Governing Law and Jurisdiction Clause in Contracts

Governing Law and Jurisdiction. This agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to conflict of law provisions thereof. The parties hereto hereby irrevocably consent to the exclusive jurisdiction of (and waive dispute of venue in) the courts of the State of New York and the federal courts located in New York City in the Borough of Manhattan.

Governing Law and Jurisdiction. This agreement Agreement shall be governed by and construed in accordance with interpreted under the laws of the State of New York York, without reference to conflict its choice of law provisions thereoflaws principles. The parties hereto Parties expressly understand and agree that any dispute arising under this Agreement will be brought exclusively in the state or federal courts within the County of New York, New York and the Parties hereby irrevocably consent to the exclusive personal jurisdiction of (and waive dispute of venue in) the courts of the State of New York and the federal courts located in New York City in the Borough of Manhattantherein.

Governing Law and Jurisdiction. This agreement Except as may be preempted by federal law, this Agreement shall be governed by and construed in accordance with the laws of the State of New York York, without reference regard to conflict its choice of law provisions thereofprinciples. The Litigation of all disputes between the parties hereto hereby irrevocably consent to the exclusive arising from or in connection with this Agreement shall be conducted in a court of appropriate jurisdiction of (and waive dispute of venue in) the courts of in the State of New York and the federal courts located in York, County of New York City in the Borough of ManhattanYork.

Governing Law and Jurisdiction. This agreement shall Agreement will be governed by and construed in accordance with the laws of the State of New York (without reference to conflict choice of law provisions thereof. The parties hereto doctrine) and each party hereby irrevocably consent submits to the exclusive jurisdiction of (the state and waive dispute of venue in) the federal courts of having jurisdiction over the State of New York and the federal courts located in City of New York City in the Borough of ManhattanYork.

Governing Law and Jurisdiction. (1) This agreement Agreement is governed by, and shall be governed by and construed in accordance with the laws of the State of New York without reference to conflict York, notwithstanding any otherwise applicable conflicts of law provisions thereof. The parties hereto hereby irrevocably consent to the exclusive jurisdiction of (and waive dispute of venue in) the courts of the State of New York and the federal courts located in New York City in the Borough of Manhattanprinciples.

Governing Law and Jurisdiction. 10.1.1 This agreement Agreement shall be governed by and construed in accordance with the laws of the State of New York York, without reference regard to conflict conflicts of law provisions thereof. The parties hereto hereby irrevocably consent to principles under the exclusive jurisdiction of (and waive dispute of venue in) the courts laws of the State of New York and the federal courts located in New York City in the Borough of ManhattanYork.

Governing Law and Jurisdiction. This agreement Except as may be preempted by federal law, this Agreement shall be governed by and construed in accordance with the laws of the State of New York York, without reference regard to conflict any choice of law provisions thereofprinciples. The Litigation of all disputes between the parties hereto hereby irrevocably consent to the exclusive arising from or in connection with this Agreement shall be conducted in a court of appropriate jurisdiction of (and waive dispute of venue in) the courts of in the State of New York and the federal courts located in York, County of New York City in the Borough of ManhattanYork.

Governing Law and Jurisdiction. This agreement shall Except as may be preempted by federal law, this Agreement is governed by and construed in accordance with the laws of the State of New York York, without reference regard to conflict its choice of law provisions thereofprinciples. The Litigation of all disputes between the parties hereto hereby irrevocably consent to arising from or in connection with the exclusive Agreement shall be conducted in a court of appropriate jurisdiction of (and waive dispute of venue in) the courts of the State of New York and the federal courts located in New York City in the Borough of Manhattan, City of New York.

Governing Law and Jurisdiction. 9.1.1 This agreement Agreement shall be governed by and construed in accordance with the laws of the State of New York York, without reference regard to conflict conflicts of law provisions thereof. The parties hereto hereby irrevocably consent to principles under the exclusive jurisdiction of (and waive dispute of venue in) the courts laws of the State of New York and the federal courts located in New York City in the Borough of ManhattanYork.

Governing Law and Jurisdiction. This agreement Agreement shall be governed by and construed interpreted in accordance with the laws of the State of New York without reference to conflict York. Each of law provisions thereof. The the parties hereto hereby irrevocably consent consents to such jurisdiction for the enforcement of this Agreement and matters pertaining to the exclusive jurisdiction of (transaction and waive dispute of venue in) the courts of the State of New York and the federal courts located in New York City in the Borough of Manhattanactivities contemplated hereby.

Governing Law and Jurisdiction. This agreement Agreement shall be subject to and governed by and construed in accordance with the laws of the State of New York without reference regard to the conflict of law provisions thereofrules of such state. The parties hereto Each Party hereby irrevocably consent submits and consents to the exclusive jurisdiction of (the state and waive dispute of venue in) the federal courts of in the State of New York and the federal courts located to venue in New York City in the Borough of ManhattanYork, New York.

Governing Law and Jurisdiction. This agreement Agreement shall be governed by and construed in accordance with the laws of the State of New York York, without reference regard to conflict the principles of law provisions thereofconflicts of laws. The parties hereto hereby irrevocably further agree that any action between them shall be heard in New York City, New York, and expressly consent to the exclusive jurisdiction of (and waive dispute of venue in) the courts of the State of New York state and the federal courts located sitting in New York City in City, New York, for the Borough adjudication of Manhattanany civil action asserted pursuant to this Agreement.

Governing Law and Jurisdiction. This agreement Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to conflict of law provisions thereof. The York, U.S.A. and the parties hereto hereby irrevocably consent submit to the non-exclusive jurisdiction of (and waive dispute of venue in) the courts of the State of New York and the federal courts located in New York City in the Borough respect of Manhattanthis Agreement.

Governing Law and Jurisdiction. This agreement shall Agreement will be governed by and construed in accordance with the laws internal law of the State of New York in all respects as such laws are applied to agreements among New York residents entered into and performed entirely within the State of New York, without reference giving effect to conflict of law provisions principles thereof. The With respect to any controversy arising out of or related to this Agreement, the parties hereto hereby irrevocably consent to the exclusive jurisdiction of (of, and waive dispute of venue in) , the state or federal courts located in the borough of Manhattan in the State of New York and the federal courts located in New York City in the Borough of ManhattanYork.

Governing Law and Jurisdiction. This agreement Agreement shall be governed by by, and be construed in accordance with with, the laws of the State of New York (without reference giving effect to conflict the conflicts of law laws provisions thereof). The parties hereto hereby irrevocably consent agree that any disputes arising hereunder shall be submitted to the non-exclusive jurisdiction of (and waive dispute of venue in) the courts of the State of New York and the federal courts located in New York City in the Borough of ManhattanYork.

Governing Law and Jurisdiction. This agreement Agreement shall be governed construed and controlled by and construed in accordance with the laws of the State of New York without reference to conflict of law provisions thereoflaws principles. The parties hereto hereby agree that all disputes arising in any way out of this Agreement shall be heard exclusively in, and all parties irrevocably consent to the exclusive jurisdiction of (and waive dispute of venue in) , the state and Federal courts of the State of New York and the federal courts located in New York City in the Borough of ManhattanYork.

Governing Law and Jurisdiction. This agreement Agreement shall be governed by and construed interpreted in accordance with the laws of the State of New York without reference to conflict of law provisions thereofYork. The parties hereto hereby irrevocably consent to the exclusive jurisdiction of (and waive dispute of venue in) the courts Each of the State of New York and the federal courts located Parties hereto consents to jurisdiction in New York City in County, New York for the Borough enforcement of Manhattanthis Agreement and matters pertaining to the transaction and activities contemplated hereby.

Governing Law and Jurisdiction. This agreement Unless otherwise provided herein, this Agreement shall be construed and governed by and construed in all respects in accordance with the laws of the State of New York York, USA, without reference to its conflict of law provisions thereof. The parties hereto hereby irrevocably consent to laws principles, and the exclusive jurisdiction of (appropriate district, state and waive dispute of venue in) the federal courts of the State of New York and the federal courts located law in New York City in shall be the Borough courts of Manhattancompetent jurisdiction.

Governing Law and Jurisdiction. This agreement Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to conflict York, United States of law provisions thereofAmerica. The For the interpretation, performance and enforcement of this Agreement, each of the parties hereto hereby irrevocably consent expressly submits to the exclusive jurisdiction of (the competent state or federal courts sitting in the borough of Manhattan, City of New York, United States of America, and waive dispute any other jurisdiction to which it may be entitled by reason of venue in) the courts of the State of New York and the federal courts located in New York City in the Borough of Manhattanits present or future domicile or otherwise.

Governing Law and Jurisdiction. This agreement Letter Agreement shall be governed by and construed in accordance with under the laws of the State of New York applicable to contracts fully performed in New York, without reference regard to conflict of law provisions thereofNew York conflicts law. The parties hereto hereby irrevocably consent to and submit to the exclusive jurisdiction of (and waive dispute of venue in) the courts of the State of New York and the federal and state courts located in New York City in the Borough of Manhattan.County of

Governing Law and Jurisdiction. This agreement The Parties agree that this Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to conflict of law provisions thereofYork. The parties hereto hereby irrevocably consent Parties submit to the exclusive jurisdiction of (and waive dispute of venue in) the courts of the State of New York and the federal courts located in New York City in the Borough of ManhattanYork.

Governing Law and Jurisdiction. This agreement Agreement shall be governed by and construed in accordance with the laws of the State of New York York, without reference regard to conflict principles of law provisions thereofconflicts of laws. The parties hereto hereby irrevocably consent For the purposes of this Agreement the Parties submit to the non-exclusive jurisdiction of (and waive dispute of venue in) the courts of the State of New York and the federal courts located in New York City in the Borough of ManhattanYork.

Governing Law and Jurisdiction. This agreement Agreement shall be governed by and construed in accordance with the domestic laws of the State of New York without reference giving effect to any choice or conflict of law provisions thereof. The parties hereto hereby irrevocably consent to the exclusive jurisdiction of provision or rule (and waive dispute of venue in) the courts whether of the State of New York and or any other jurisdiction) that would cause the federal courts located in application of the laws of any jurisdiction other than the State of New York. Each party hereby consents to the exclusive jurisdiction of any New York City state or United States Federal court sitting in the Borough City of ManhattanNew York with respect to all disputes between the parties that are permitted to be brought in a court of law pursuant to Section 10.01 above.

Governing Law and Jurisdiction. This agreement shall Agreement will be governed by by, and construed in accordance with with, the laws of the State of New York without reference to its conflict of law provisions thereoflaws provisions. The With respect to any dispute arising out of or related to this Agreement, the parties hereto hereby irrevocably consent to the exclusive jurisdiction of (of, and waive dispute of venue in) the courts of the State of New York and , the federal and state courts located in New York City in the Borough of ManhattanCounty, New York.

Governing Law and Jurisdiction. This agreement The Agreement shall be governed by by, and construed in accordance with with, the laws of the State of New York applicable to contracts executed and performed in that state, without reference giving effect to conflict choice-of-laws principles. With respect to any legal action, suit or proceeding by a Party arising out of law provisions thereof. The parties hereto hereby irrevocably consent the Agreement, each Party consents to the exclusive jurisdiction of (and waive dispute of venue in) the courts of in Bronx County in the State of New York and the federal courts located in New York City in the Borough of ManhattanYork.

Governing Law and Jurisdiction. This agreement shall be governed by and construed in accordance with the laws of the State of New York State without reference to conflict of law provisions thereof. The parties hereto hereby irrevocably consent to the exclusive jurisdiction of (and waive dispute of venue in) the courts of the State of New York State and the federal courts located in New York City in the Borough of ManhattanState.

Governing Law and Jurisdiction. This agreement shall Agreement will be governed by by, and construed in accordance with with, the laws of the State of New York without reference to its conflict of law provisions thereof. The laws provisions.With respect to any dispute arising out of or related to this Agreement, the parties hereto hereby irrevocably consent to the exclusive jurisdiction of (of, and waive dispute of venue in) the courts of the State of New York and , the federal and state courts located in New York City in the Borough of ManhattanCounty, New York.

Governing Law and Jurisdiction. This agreement Agreement shall be governed by and construed in accordance with under the laws of the State of New York without reference to conflict of law provisions thereofYork. The parties hereto hereby irrevocably consent agree to submit to the exclusive jurisdiction of (state and waive dispute of venue in) the courts of the State of New York and the federal courts located in New York City in for the Borough purposes of Manhattanenforcing and/or resolving any disputes arising under this Agreement.

Governing Law and Jurisdiction. This agreement Agreement shall be governed by and construed in accordance with the laws of the State of New York York, without reference giving effect to principles of conflict of law provisions thereoflaw. The parties hereto hereby irrevocably consent to the exclusive jurisdiction of (and waive dispute of venue in) agree that the courts of located in the State of New York shall have exclusive jurisdiction to hear and settle any action, suit, proceeding or dispute in connection with this Agreement notwithstanding the federal presence of multiple defendants or the introduction of third parties, even for urgent proceedings, appraisals or conservation measures by expedited procedure or by filing a petition, and, for such purposes irrevocably submits to the jurisdiction of the courts located in the State of New York City in the Borough of ManhattanYork.

Governing Law and Jurisdiction. This agreement Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of New York without reference to conflict of law provisions thereofYork. The parties hereto hereby irrevocably consent to the exclusive jurisdiction of (the state and waive dispute of venue in) the courts of the State of New York and the federal courts located in New York City in the Borough of ManhattanCounty, New York.

Governing Law and Jurisdiction. This agreement Letter Agreement shall be governed by ------------------------------ and construed in accordance with under the laws of the State of New York applicable to contracts fully performed in New York, without reference regard to conflict of law provisions thereofNew York conflicts law. The parties hereto hereby irrevocably consent to and submit to the exclusive jurisdiction of (and waive dispute of venue in) the courts of the State of New York and the federal and state courts located in the County of New York City York. The parties hereto irrevocably waive any and all rights to trial by jury in the Borough any proceeding arising out of Manhattanor relating to this Agreement.

Governing Law and Jurisdiction. This agreement Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to conflict its conflicts of law laws provisions thereof. The that would require the application of the laws of any other jurisdiction and the parties hereto hereby irrevocably consent submit to the non-exclusive jurisdiction of (and waive dispute of venue in) the courts of the State of New York and the federal courts located in New York City in the Borough respect of Manhattanthis Agreement.

Governing Law and Jurisdiction. This agreement Agreement shall be governed by and construed in accordance with under the laws of the State of New York without reference to the conflict of law provisions laws principles thereof. The parties hereto hereby irrevocably consent to federal and state courts within the exclusive jurisdiction County of (and waive dispute of venue in) the courts of New York in the State of New York shall be the exclusive venue and shall have the federal courts located in exclusive jurisdiction to adjudicate any dispute arising out of this Agreement. Each Party hereby agrees to accept service of process by U.S. certified or registered mail, return receipt requested, or by any other methods authorized by New York City in the Borough of Manhattanlaw.

Governing Law and Jurisdiction. This agreement Agreement shall be governed by ------------------------------- by, and construed in accordance with with, the laws of the State of New York without reference to conflict of law provisions thereofYork. The parties hereto hereby irrevocably consent and submit to the exclusive jurisdiction of (and waive dispute of venue in) the courts of the State of New York with respect to any suit, action or proceeding arising out of or in connection with this Agreement. The parties further agree that, notwithstanding any contrary provision of law, process will be sufficient and effective if and only if served in accordance with the federal courts located notice provisions set forth in New York City in the Borough of ManhattanSection 12.5 hereof.

Governing Law and Jurisdiction. This agreement Agreement shall be governed construed and controlled by and construed in accordance with the laws of the State of New York without reference to conflict of law provisions thereoflaws principles. The parties hereto hereby agree that all disputes arising in any way out of this Agreement shall be heard exclusively in, and all parties irrevocably consent to the exclusive jurisdiction of (and waive dispute of venue in) , the state and Federal courts of the State of New York and the federal courts located in New York City York. The proceedings shall be conducted in the Borough of ManhattanEnglish language. The parties hereby waive any right to trial by jury.

Governing Law and Jurisdiction. This agreement Agreement, and all of its terms, shall be governed by and construed in accordance with the laws of the State of New York without reference regard to conflict of law provisions thereofrules. The parties hereto hereby irrevocably consent to the exclusive jurisdiction of (and waive dispute of venue in) the courts of the State of This Agreement was entirely negotiated in New York and contemplates performance therein. The Settling Parties agree to be subject to the federal courts located in jurisdiction of the Supreme Court, New York City in County for all purposes relating to this Agreement and the Borough of Manhattanenforcement thereof.

Governing Law and Jurisdiction. This agreement Except as may be preempted by federal law, this Agreement is governed by the laws ofthe State ofNew York, without regard to its choice oflaw principles. Litigation ofall disputes between the parties arising from or in connection with the Agreement shall be governed by and construed conducted in accordance with the laws a court of the State of New York without reference to conflict of law provisions thereof. The parties hereto hereby irrevocably consent to the exclusive appropriate jurisdiction of (and waive dispute of venue in) the courts of the State of New York and the federal courts located in New York City in the Borough ofManhattan, City of ManhattanNew York.

Governing Law and Jurisdiction. This agreement Letter Agreement shall be governed by and construed in accordance with under the laws of the State of New York applicable to contracts fully performed in New York, without reference regard to conflict of law provisions thereofNew York conflicts law. The parties hereto hereby irrevocably consent to and submit to the exclusive jurisdiction of (and waive dispute of venue in) the courts of the State of New York and the federal and state courts located in the County of New York City York. The parties hereto irrevocably waive any and all rights to trial by jury in the Borough any proceeding arising out of Manhattanor relating to this Agreement.

Governing Law and Jurisdiction. This agreement Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference regard to conflict the conflicts of law provisions thereof. The parties hereto Parties hereby irrevocably consent submit to the exclusive jurisdiction of (and waive dispute of venue in) the courts of the State and Federal Courts located in the State, City, and County of New York and the federal courts located in New York City in the Borough of ManhattanYork.

Governing Law and Jurisdiction. This agreement Agreement shall be governed by and construed in accordance with the domestic laws of the State of New York without reference giving effect to any choice or conflict of law provisions thereof. The parties hereto hereby irrevocably consent to the exclusive jurisdiction of provision or rule (and waive dispute of venue in) the courts whether of the State of New York and or any other jurisdiction) that would cause the federal courts located in application of the laws of any jurisdiction other than the State of New York. Each party hereby consents to the exclusive jurisdiction of any New York City state or United States Federal court sitting in the Borough City of ManhattanNew York with respect to all disputes between the parties.

Governing Law and Jurisdiction. This agreement shall Agreement will be governed by and construed in accordance with the laws of the State New York, not including its law of New York without reference to conflict conflicts of law provisions thereoflaws. The parties hereto hereby Parties irrevocably consent to the exclusive jurisdiction of (and waive dispute of venue in) the courts of the State of Manhattan, New York and the federal courts located in New York City in the Borough of ManhattanYork, over any action, suit or proceeding arising hereunder.

Governing Law and Jurisdiction. This agreement Agreement shall be governed in all respects by and construed in accordance with the laws of the State of New York York, USA (without reference to application of is conflict of law provisions thereof. The parties hereto directing that the laws of another jurisdiction shall apply), and the Parties hereby irrevocably consent submit to the exclusive jurisdiction of (the of federal and waive dispute of venue in) the courts of the State of New York and the federal state courts located in New York City in the Borough of ManhattanCounty, New York, USA, with respect to any dispute and/or claim arising form and/or related to this Agreement.

Governing Law and Jurisdiction. This agreement Agreement shall be governed by and construed in accordance with the internal laws of the State of New York York, without reference to conflict such state's conflicts of law provisions thereofstatutes or decisions. The parties hereto hereby irrevocably herein consent to jurisdiction in the exclusive jurisdiction of (and waive dispute of venue in) the courts of the appropriate State of New York and the federal courts located or Federal Court in New York City in the Borough State of ManhattanNew York, and hereby waive trial by jury in any action arising out of or on connection with this Agreement.

Governing Law and Jurisdiction. This agreement shall Except as may be preempted by federal law, this Agreement is governed by and construed in accordance with the laws of the State of New York York, without reference regard to conflict its choice of law provisions thereofprinciples. The Litigation of all disputes between the parties hereto hereby irrevocably consent to arising from or in connection with the exclusive jurisdiction of (and waive dispute of venue in) Agreement shall be conducted in the courts of the State of New York and the federal courts located in Rockland County, New York City in the Borough of ManhattanYork.

Governing Law and Jurisdiction. This agreement Agreement, including any and all rights and obligations created and assumed hereunder, shall be governed by and construed in accordance with the laws of the State of New York without reference to conflict of law provisions thereof. The parties hereto hereby irrevocably consent to York, and the exclusive jurisdiction of (and waive dispute of venue in) Parties agree that the competent courts of the State of New York shall have jurisdiction over any matter concerning or arising under this Agreement, and the federal courts located in New York City in the Borough of ManhattanParties hereby consent to any and all requisite jurisdiction.

Governing Law and Jurisdiction. This agreement The Agreement shall be governed by by, and construed in accordance with with, the laws of the State of New York applicable to contracts executed and performed in that state, without reference giving effect to conflict choice-of-laws principles. With respect to any legal action, suit or proceeding by a Party arising out of law provisions thereof. The parties hereto hereby irrevocably consent the Agreement, each Party consents to the exclusive jurisdiction of (and waive dispute of venue in) the courts of in New York County in the State of New York and the federal courts located in New York City in the Borough of ManhattanYork.

Governing Law and Jurisdiction. This agreement shall Agreement is to be governed by and construed in accordance with pursuant to the laws of the State of New York without reference to conflict of law provisions thereofYork. The Any litigation between the parties hereto hereby irrevocably consent to concerning this Services Agreement shall be brought in the exclusive jurisdiction of (and waive dispute of venue in) the competent courts of the State of New York, county of New York and the federal Client consents to such courts located in New York City in the Borough of Manhattanhaving personal jurisdiction and that venue is proper.

Governing Law and Jurisdiction. This agreement All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of New York York, without reference giving effect to any choice or conflict of law provisions thereof. The parties hereto hereby irrevocably consent to the exclusive jurisdiction of provision or rule (and waive dispute of venue in) the courts whether of the State of New York or any other jurisdiction). Any and the all disputes in connection with this Agreement shall be brought exclusively in federal or state courts located in New York City in the Borough of ManhattanCounty, New York.

Governing Law and Jurisdiction. This agreement Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. The State and Federal Courts of New York without reference to conflict shall have exclusive jurisdiction in relation of law provisions thereofany claim, dispute or difference concerning the Agreement and any matter arising from it. The parties hereto hereby irrevocably consent waive any right they may have to object to any action being brought in these Courts, to claim that the exclusive jurisdiction of (and waive dispute of venue in) the courts of the State of New York and the federal courts located in New York City in the Borough of Manhattanaction has been brought to an inconvenient forum or to claim that those Courts do not have jurisdiction.

Governing Law and Jurisdiction. This agreement Agreement shall be governed by and shall be construed and enforced in accordance with the internal substantive laws of the State of New York York, without reference regard to conflict conflicts of law provisions thereoflaws principles. The parties hereto hereby irrevocably consent agree that any disputes arising out of or with respect to this Agreement shall be heard only by the exclusive jurisdiction of (courts, state and waive dispute of venue in) the courts of the State of New York and the federal courts Federal, located in New York City in York, NY, and each of the Borough parties expressly consents to the personal jurisdiction and venue of Manhattansuch courts.

Governing Law and Jurisdiction. This agreement shall All provisions of this Agreement will be governed by and construed in accordance with and governed by the laws of New York, and each of the State of New York without reference to conflict of law provisions thereof. The parties hereto hereby irrevocably consent submits to the exclusive jurisdiction of (and waive dispute of venue in) the courts of the State of New York and the federal and state courts located situate in New York City in the Borough of ManhattanYork.

Governing Law and Jurisdiction. This agreement Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference York. Any Action between the Parties relating to conflict of law provisions thereof. The parties hereto hereby irrevocably consent to this Agreement may be brought only in the exclusive jurisdiction of (and waive dispute of venue in) the courts of the State of New York and the state or federal courts located in New York City in the Borough of ManhattanYork.

Governing Law and Jurisdiction. This agreement Both parties agree that this Agreement shall be governed by by, and construed in accordance with the internal laws of the State of New York without reference to conflict of law provisions thereofYork. The parties hereto hereby irrevocably specifically consent to the exclusive jurisdiction of (and waive dispute any state or federal court of venue in) competent jurisdiction located in the courts of the State City of New York and the federal courts located in New York City in the York, Borough of Manhattan.

Governing Law and Jurisdiction. This agreement Except to the extent preempted by federal law, this Agreement shall be governed by and construed in accordance with the laws of the State of New York York, without reference regard to conflict principles of law provisions thereofconflicts of law. The parties hereto hereby irrevocably consent Additionally, in connection with any proceeding brought to enforce this Agreement or arising out of Executive’s employment with the exclusive jurisdiction of (and waive dispute of venue in) the courts of the State of Company, Executive agrees that such proceeding shall be resolved exclusively in an appropriate state or federal court located in New York, New York and hereby consents and waives any objection to the federal courts located in New York City in the Borough jurisdiction of Manhattanany such court.

Governing Law and Jurisdiction. This agreement Agreement shall be governed by and construed interpreted in accordance with the laws of the State of New York without reference York. Each of the Parties hereto also consents to conflict such jurisdiction for the enforcement of law provisions thereof. The parties hereto hereby irrevocably consent this Agreement and matters pertaining to the exclusive jurisdiction of (transactions and waive dispute of venue in) the courts of the State of New York and the federal courts located in New York City in the Borough of Manhattan.activities contemplated hereby

Governing Law and Jurisdiction. This agreement Agreement shall be governed by and construed in accordance with the laws of according to the State of New York without reference to conflict of law provisions thereof. The parties hereto hereby irrevocably consent York’s laws and subject to the exclusive jurisdiction of (and waive dispute of venue in) the courts of the State of New York and the federal courts located in New York City in the Borough of ManhattanYork’s courts.

Governing Law and Jurisdiction. This agreement Agreement shall be governed by and construed in accordance with the laws of the State of New York York, USA, without reference regard to conflict the application of law provisions thereofprinciples of conflicts of law. The parties hereto hereby irrevocably consent to personal jurisdiction to courts located within the exclusive jurisdiction Borough of (and waive dispute of venue in) the courts of the Manhattan, State of New York and the federal agree that such courts located in New York City in the Borough of Manhattanshall have sole jurisdiction over any and all matters arising from this Agreement.

Governing Law and Jurisdiction. This agreement Agreement shall be governed by and construed in accordance with interpreted under the laws of the State of New York York, without reference giving effect to conflict the principles of conflicts of law provisions thereofof any jurisdiction. The parties hereto hereby irrevocably consent will submit any dispute or claim arising under this Agreement to the exclusive jurisdiction of (the U.S. federal or New York state courts within the New York county of New York, and the parties hereby submit to, and waive dispute of any objection to, personal jurisdiction and venue in) the in such courts of the State of New York and the federal courts located in New York City in the Borough of Manhattanfor such purpose.

Governing Law and Jurisdiction. This agreement Agreement shall be governed by and construed interpreted in accordance with the laws of the State of New York York, without reference regard to principles of conflict of law provisions thereof. The laws, and the parties hereto hereby irrevocably consent to the exclusive jurisdiction of (the state and waive dispute of venue in) the federal courts of located in the State of New York and the federal courts located in New York City in the Borough for any dispute concerning this Agreement or a breach of Manhattanthis Agreement.

Governing Law and Jurisdiction. This agreement Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference regard to conflict any choice of law provisions thereofprinciples. Any disputes arising out of or relating to this Agreement shall be brought in the state or federal courts located in the State of New York, County of New York, which shall have the sole and exclusive jurisdiction over any such application. The parties hereto Members and the Company hereby irrevocably consent to the exclusive jurisdiction of (and waive dispute of venue in) the said courts of the State of New York and the federal courts located in New York City in the Borough of Manhattanfor such purpose.

Governing Law and Jurisdiction. This agreement shall Agreement will be governed by by, and construed in accordance with with, the laws of the State of New York without reference to its conflict of law provisions thereoflaws provisions. The With respect to any dispute arising out of or related to this Agreement, the parties hereto hereby irrevocably consent to the exclusive jurisdiction of (of, and waive dispute of venue in) the courts of the State of New York and , the federal and state courts located in New York City in the Borough of ManhattanCity, New York.

Governing Law and Jurisdiction. This agreement Agreement shall be governed by and construed interpreted in accordance with the laws of the State of New York York, without reference regard to conflict of the conflict-of-law provisions rules thereof. The parties hereto hereby irrevocably consent to the exclusive jurisdiction of (and waive dispute of venue in) the courts of the State of New York for resolutions of all claims, difference and disputes which the federal courts located parties may have regarding this Agreement. In the event of a dispute between the parties not otherwise resolved by good-faith negotiations, the prevailing party in New York City such a dispute shall be entitled to attorneys’ fees and reimbursement for expenses incurred in the Borough of Manhattanconnection therewith.

Governing Law and Jurisdiction. This agreement Agreement shall be governed by and construed in accordance with the laws of New York, without regard to the State application of New York without reference to conflict principles of law provisions thereofconflicts of law. The parties hereto Parties hereby irrevocably consent to the exclusive personal jurisdiction of (and waive dispute of venue in) the courts of the State of in New York and agree that the federal courts located in New York, New York City in the Borough of Manhattanshall have sole jurisdiction over any and all matters arising from this Agreement.

Governing Law and Jurisdiction. This agreement Agreement and any controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of State of New York York, without reference regard to conflict of law provisions thereof. The parties hereto hereby irrevocably consent to principles that would result in the exclusive jurisdiction application of (and waive dispute of venue in) any law other than the courts law of the State of New York York, with the Corporation and the federal courts located Purchaser hereby agreeing to personal jurisdiction and venue in New York City such court of competent jurisdiction in the Borough federal and state courts of Manhattan.the City of New York, New York. 9.5

Governing Law and Jurisdiction. This agreement Agreement shall be governed by and construed in accordance with for all purposes by the laws law of the State of New York without reference regard to the conflict of law provisions thereof. The parties hereto By executing this Agreement, the Parties hereby irrevocably consent to the exclusive personal jurisdiction of (of, and waive dispute of venue agree that any legal action arising under this Agreement shall be instituted solely in) , the federal or state district courts of situated in the State of New York and the federal courts located in New York City in the Borough of ManhattanYork.

Governing Law and Jurisdiction. This agreement Agreement shall be governed by and construed in accordance with the substantive laws of the State of New York without reference giving effect to conflict the conflicts of law provisions principles thereof. The , and the parties hereto hereby irrevocably consent to the exclusive jurisdiction of (courts, both state and waive dispute of venue in) the courts of the State of New York and the federal courts located federal, in New York City in the Borough of ManhattanYork, with respect to any dispute under this Agreement.

Governing Law and Jurisdiction. This agreement Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to conflict York, regardless of the laws that might otherwise govern under applicable principles of conflicts of law provisions thereof. The parties hereto hereby irrevocably consent Any action, suit or proceeding assign under or related to the exclusive jurisdiction of (and waive dispute of venue in) the courts of their agreement shall be brought exclusively in the State or Federal courts of New York and the federal courts located in New York City in County and each of the Borough Parties hereto hereby waives any claim of Manhattanpersonal jurisdiction, forum non conversions or otherwise to such exclusive jurisdiction.

Governing Law and Jurisdiction. This agreement Except as may be preempted by federal law, the Agreement shall be governed by and construed in accordance with the laws of the State of New York York, without reference regard to conflict its choice of law provisions thereofprinciples. The Litigation of all disputes between the parties hereto hereby irrevocably consent to arising from or in connection with the exclusive Agreement shall be conducted in a court of appropriate jurisdiction of (and waive dispute of venue in) the courts of in the State of New York and the federal courts located in York, County of New York City in the Borough of ManhattanYork.

Governing Law and Jurisdiction. This agreement shall Agreement will be governed by by, and construed in accordance with with, the substantive laws of the State of New York York, without reference giving effect to any choice or conflict of law provisions thereof. The parties hereto hereby irrevocably consent provision, and sole jurisdiction is granted to the exclusive jurisdiction of (and waive dispute of venue in) competent court in the courts of the State City of New York and the federal courts located in New York City in the Borough of ManhattanYork, NY.

Governing Law and Jurisdiction. This agreement Agreement shall be governed by and construed in accordance with the laws of the State state of New York without reference regard to conflict any conflicts of law provisions thereof(except for Section 5-1401 of the New York General Obligations Law) and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with the laws of the state of New York, except to the extent preempted by federal law. The parties hereto hereby irrevocably consent to agree that the appropriate courts in the city and county of New York, New York shall have exclusive jurisdiction of (for any litigation relating to this Agreement or the rights and waive dispute of venue in) the courts obligations of the State of New York and the federal courts located in New York City in the Borough of Manhattanparties hereunder.

Governing Law and Jurisdiction. This agreement Agreement shall be governed by and construed in accordance with interpreted under the laws of the State of New York York, without reference to application of its principles of conflict of law provisions thereoflaws. The parties hereto Parties hereby irrevocably consent agree to the exclusive subject matter and personal jurisdiction of (and waive dispute of venue in) the courts of the State of New York and the federal and state courts located in the city of New York, New York City in the Borough for all matters arising from this Agreement and hereby irrevocably waive any defense of Manhattaninconvenient forum or similar defenses.

Governing Law and Jurisdiction. This agreement The validity, construction and performance of this Agreement shall be governed by and construed in accordance with the substantive laws of the State state of New York without reference to conflict excluding any conflicts or choice of law provisions thereof. The parties hereto hereby irrevocably consent rule or principle that might otherwise refer construction or interpretation of this Agreement to the exclusive jurisdiction substantive law of (another jurisdiction, and waive dispute of venue in) the courts of the State of New York and the federal courts located in New York City in the Borough of shall be Manhattan.

Governing Law and Jurisdiction. This agreement Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to conflict of law provisions thereofYork. The parties hereto hereby Borrower irrevocably consent and unconditionally submits to the non-exclusive jurisdiction of (and waive dispute of venue in) the courts of the State of New York (both State and the federal courts located Federal, trial and appellate) in New York City in the Borough of Manhattanconnection with any matter arising under this Agreement.

Governing Law and Jurisdiction. This agreement Agreement shall be governed by and construed interpreted in accordance with the laws of the State of New York without reference to conflict York. Each of law provisions thereof. The the parties hereto hereby irrevocably consent consents to the exclusive jurisdiction of (and waive dispute of venue in) the courts of the State of New York, New York in connection with any dispute arising under this Agreement or any of the Primary Agreements or relating to the offer or sale of the Units and hereby waives, to the federal courts located maximum extent permitted by law, any objection, including any objections based on forum non conveniens, to the bringing of any such proceeding in New York City in the Borough of Manhattansuch jurisdiction.

Governing Law and Jurisdiction. This agreement Agreement shall be governed by and construed in accordance with and governed by the laws of the State state of New York York, without reference regard to conflict of law provisions thereoflaws principles. The Each of the parties hereto hereby irrevocably consent submits to the exclusive nonexclusive jurisdiction of (and waive dispute of venue in) the courts of the State of New York and the federal Federal courts of the United States of America located in New York City such state solely in respect of the Borough interpretation and enforcement of Manhattanthe provisions of this Agreement.

Governing Law and Jurisdiction. This agreement Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to conflict of law provisions thereofYork. The parties hereto hereby Parties irrevocably consent to the exclusive jurisdiction of (and waive dispute of venue in) the courts of agree that the State of New York and the federal courts Federal Courts located in New York City shall have exclusive jurisdiction to deal with any disputes arising out of or in connection with this Agreement and that venue is proper in such Courts. Each Party hereby expressly consents and submits to the Borough personal jurisdiction of Manhattan.Federal and State Courts in New York. *Confidential Treatment Requested

Governing Law and Jurisdiction. This agreement Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of New York, without regard to its principles of conflicts of laws. The Lender and the State Borrower hereby consent to jurisdiction of any federal or state court located in the County of New York without reference to conflict of law provisions thereof. The parties hereto hereby irrevocably consent to the exclusive jurisdiction of (and waive dispute of venue in) the courts of the State of York, New York and the federal courts located in New York City in the Borough of ManhattanYork.

Governing Law and Jurisdiction. This agreement Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed wholly within such jurisdiction, without reference regard to conflict the conflicts of law provisions thereofprinciples thereof that would apply the laws of any other jurisdiction. The parties hereto hereby irrevocably consent to the exclusive jurisdiction of (and waive dispute of venue in) All disputes under this Agreement shall be resolved by the courts of sitting in the State of New York York, including the state and federal courts, and the federal courts located in New York City in parties all consent to the Borough jurisdiction of Manhattansuch courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.

Governing Law and Jurisdiction. This agreement Agreement and the Notes shall be governed by and construed in accordance with the laws law of the State of New York without reference to conflict York. Place of law provisions thereof. The jurisdiction for both parties hereto hereby irrevocably consent to the exclusive jurisdiction of (and waive dispute of venue in) the courts of shall be the State of New York and the federal Federal courts located sitting in New York City in City, New York, to the Borough jurisdiction of Manhattanwhich you hereby irrevocably submit.

Governing Law and Jurisdiction. This agreement Agreement shall be governed by and construed in accordance with under the laws of New York, without giving effect to the State conflicts of New York without reference to conflict of law provisions laws provision thereof. The parties hereto hereby irrevocably consent Subject to Section 17.5, any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of (and waive dispute of venue in) the courts of the State of New York and the federal courts located in New York City in the Borough of ManhattanYork, New York.

Governing Law and Jurisdiction. This agreement Agreement is governed by, and shall be governed by and construed in accordance with with, the laws of the State of New York without reference to conflict of law provisions thereof. The parties hereto hereby irrevocably consent to the exclusive jurisdiction of (and waive dispute of venue in) the courts of the State of New York and the federal laws of the United States applicable therein, without regard to their choice of law principles. The parties agree to the exclusive jurisdiction and venue of the state and federal courts located in New York, New York City in the Borough all disputes arising out of Manhattanor relating to this Agreement, provided that nothing in this Section 11 shall prevent Blue J Legal from seeking injunctive relief from any court of competent jurisdiction.

Governing Law and Jurisdiction. This agreement shall Agreement will be governed by and construed in accordance with the laws of the State of New York (without reference to conflict choice of law provisions thereof. The parties hereto doctrine other than Section 5-1401 and 5-1402 of the New York General Obligation Law) and each party hereby irrevocably consent submits to the exclusive jurisdiction of (the state and waive dispute of venue in) the federal courts of having jurisdiction over the State of New York and the federal courts located in City of New York City in the Borough of ManhattanYork.

Governing Law and Jurisdiction. This agreement Agreement shall be governed by and construed in accordance with the laws of the State of New York York, without reference regard to conflict conflicts of law provisions thereof. The laws principles, and the parties hereto hereby irrevocably consent agrees to submit to the exclusive jurisdiction of (and waive dispute of venue in) the courts of the State of New York and the federal courts located sitting in New York City in the Borough of ManhattanCity, New York, USA.

Governing Law and Jurisdiction. This agreement shall Agreement will be governed by and construed and enforced in accordance with the laws of the State of New York without reference giving effect to the conflict of law provisions principles thereof. The parties hereto Executive hereby irrevocably consent submits and acknowledges and consents to the exclusive jurisdiction of (and waive dispute of venue in) the courts of the State of New York and the York, or if appropriate, a federal courts court located in New York City (which courts, for purposes of this Agreement, are the only courts of competent jurisdiction), over any suit, action or other proceeding arising out of, under or in connection with this Agreement or the Borough of Manhattansubject matter hereof.

Governing Law and Jurisdiction. This agreement Agreement shall be governed by and construed in accordance with under the laws of New York, without giving effect to the State conflicts of New York without reference to conflict of law provisions laws provision thereof. The parties hereto hereby irrevocably consent Subject to Clause 16.5, any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of (and waive dispute of venue in) the courts of the State of New York and the federal courts located in New York City in the Borough of ManhattanYork, New York.

Governing Law and Jurisdiction. This agreement Agreement shall be governed by by, and construed and enforced in accordance with the laws of the State of New York State, United States, without reference regard to any conflict of law provisions thereoflaws rules to the contrary. The parties hereto hereby irrevocably consent to the exclusive jurisdiction of (and waive dispute of venue in) agree that the courts of the State state and federal courts of the New York State will have exclusive jurisdiction to determine all disputes and claims arising between the federal courts located in New York City in the Borough of Manhattanparties.

Governing Law and Jurisdiction. This agreement Agreement shall be subject to and governed by and construed in accordance with the laws of the State of New York without reference to conflict of law provisions thereofYork. The parties hereto hereby irrevocably consent agree that venue and jurisdiction with respect to any matter arising under this Agreement, shall be exclusively in the state or federal courts, as applicable, located in the State of New York. Each party submits to the exclusive jurisdiction of (and waive dispute of venue in) the such courts of in the State of New York and the federal courts located in New York City in the Borough of Manhattanwith respect to any claims or controversies arising under this Agreement.

Governing Law and Jurisdiction. This agreement Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference giving effect to conflict any rule or principle that would result in the application of law provisions thereof. The the laws of any other jurisdiction and the parties hereto hereby irrevocably consent submit to the exclusive nonexclusive jurisdiction of (and waive dispute of venue in) the courts of the State of New York and the federal courts located in New York City in the Borough respect of Manhattanthis Agreement.

Governing Law and Jurisdiction. This agreement Agreement shall in all respects be interpreted, enforced, and governed by and construed in accordance with under the laws of the State of New York without reference giving effect to conflict its conflicts of law provisions thereofprovisions. The parties hereto hereby irrevocably Parties each expressly agree and consent to the exclusive appropriateness of the venue and jurisdiction of (and waive dispute of venue in) the courts of the State of New York in the City of New York and the all state and federal courts located in New York City in having geographical jurisdiction for such County as the Borough exclusive forum for the purposes of Manhattanany action to enforce or interpret this Agreement.

Governing Law and Jurisdiction. This agreement Agreement shall be governed by and construed in accordance with wider the laws of the State of New York applicable to contracts fully performed in New York, without reference regard to conflict of law provisions thereofNew York conflicts law. The parties hereto hereby irrevocably consent waive any and all rights to the exclusive jurisdiction trial by jury in any proceeding arising out of (and waive dispute of venue in) the courts of the State of New York and the federal courts located in New York City in the Borough of Manhattanor relating to this Agreement.

Governing Law and Jurisdiction. (a) This agreement Agreement shall be governed by and construed in accordance with the laws of the State of New York York, without reference regard to its conflict of law provisions thereoflaws rules. The parties hereto hereby irrevocably consent Exclusive jurisdiction and venue for any legal proceedings related to this Agreement shall be in the exclusive jurisdiction of (and waive dispute of venue in) the courts of the State of New York and the appropriate state or federal courts located in Manhattan, New York City in York, within the Borough of Manhattan2nd Circuit.

Governing Law and Jurisdiction. This agreement Agreement and any controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of State of New York York, without reference regard to conflict of law provisions thereof. The parties hereto hereby irrevocably consent to principles that would result in the exclusive jurisdiction application of (and waive dispute of venue in) any law other than the courts law of the State of New York York, with the Corporation and the federal courts located Purchaser hereby agreeing to personal jurisdiction and venue in New York City such court of competent jurisdiction in the Borough federal and state courts of Manhattanthe City of New York, New York.

Governing Law and Jurisdiction. This agreement Agreement shall be governed by and construed in accordance with according to the laws of the State of New York without reference to conflict of law provisions thereof. The parties hereto hereby irrevocably consent to the exclusive jurisdiction of (and waive dispute of venue in) the courts of the State of New York and subject to the federal courts located in jurisdiction of New York City in the Borough of Manhattan.York’s courts. 适用法律和管辖权。本协议按照美国纽约州法律规定遵守并执行，受纽约州法院管辖。

Governing Law and Jurisdiction. This agreement Agreement is governed by, and shall be governed by and construed in accordance with with, the laws of the State of New York without reference to conflict of law provisions thereof. The parties hereto hereby irrevocably consent to the exclusive jurisdiction of (and waive dispute of venue in) the courts of the State of New York and the federal laws of the United States applicable therein, without regard to their choice of law principles. The parties agree to the exclusive jurisdiction and venue of the state and federal courts located in New York, New York City in the Borough all disputes arising out of Manhattanor relating to this Agreement, provided that nothing in this Section 10 shall prevent Blue J Legal from seeking injunctive relief from any court of competent jurisdiction.

Governing Law and Jurisdiction. This agreement Agreement shall be governed by and construed in accordance with the laws of the State of New York York, without reference regard to conflict any conflicts of law provisions thereofprinciples that would result in the application of the law of any other jurisdiction. The parties hereto hereby irrevocably consent Any action, suit or proceeding arising out of or relating to this Agreement shall be brought in the exclusive jurisdiction of (and waive dispute of venue in) the United States federal or state courts of located in the State of New York and each of the federal courts located in New York City in Parties hereby irrevocably submits to the Borough exclusive jurisdiction of Manhattansuch courts.

Governing Law and Jurisdiction. This agreement Agreement shall be governed by and construed in accordance with the laws of the State of New York York, without reference to conflict its conflicts of law provisions thereofprinciples. The federal and state courts residing in the State of New York shall have exclusive jurisdiction over any claim brought under this Agreement, and the parties hereto hereby irrevocably consent to the exclusive personal jurisdiction of (and waive dispute of venue in) the courts of the State of New York and the federal courts located in New York City in the Borough of Manhattansuch courts.

Governing Law and Jurisdiction. This agreement Agreement shall be governed by governed, construed, and construed interpreted under and in accordance with the laws of the State of New York without reference to York, United States of America, which laws shall prevail in the event of any conflict of law provisions thereoflaw. The parties hereto hereby irrevocably consent agree to subject themselves to the exclusive jurisdiction and venue of (the federal and waive dispute of venue in) the state courts of the State of New York and the federal courts located in the borough of Manhattan in the city of New York City in for the Borough resolution of Manhattanany disputes that may arise with respect to this Agreement.

Governing Law and Jurisdiction. This agreement Agreement shall be governed by and construed in accordance with with, and governed by, the substantive laws of the State of New York York, without reference regard to the conflict of law provisions thereofprovisions. The parties hereto For the purpose of any disputes which cannot be settled amicably, the Parties hereby irrevocably consent submit to the exclusive jurisdiction of (competent state and waive dispute of venue in) the federal courts of located in the State of New York and the federal courts located in New York City in the Borough York, without restricting any rights of Manhattanappeal.

Governing Law and Jurisdiction. This agreement Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to conflict of law provisions thereofYork, United States. The parties hereto hereby irrevocably consent to the exclusive Parties expressly agree that jurisdiction and venue for all legal proceedings hereunder for any dispute arising in connection with this Agreement shall be in a state or federal court of (and waive dispute of venue in) the courts of the State of New York and the federal courts located competent jurisdiction in New York City in the Borough of ManhattanNew-York.

Governing Law and Jurisdiction. This agreement Agreement shall be governed by and construed in accordance with interpreted under the laws of the State of New York York, without reference to conflict its choice of law provisions thereoflaws principles. The Parties expressly understand and agree that any dispute arising under this Agreement will be brought exclusively in the state or federal courts within the County of New York, New York and the parties hereto hereby irrevocably consent to the exclusive personal jurisdiction of (and waive dispute of venue in) the courts of the State of New York and the federal courts located in New York City in the Borough of Manhattantherein.