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

Governing Law; Enforcement; Waiver of Jury Trial. (a) This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of Nevada applicable to contracts made and to be performed entirely within such State. The Parties hereby irrevocably submit to the exclusive jurisdiction of the state district court of Washoe County, Nevada (the “Chosen Court”) in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Chosen Court or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by the Chosen Court, and the Parties irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in the Chosen Court. The Parties hereby consent to and grant the Chosen Court exclusive jurisdiction over the person of such Parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 4.01 or in such other manner as may be permitted by law shall be valid and sufficient service thereof.

Appears in 3 contracts

Samples: Put Call Agreement, Put Call Agreement (NGA Holdco, LLC), Put Call Agreement (NGA Holdco, LLC)

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Governing Law; Enforcement; Waiver of Jury Trial. (a) This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of Nevada applicable to contracts made and to be performed entirely within such State. The Parties hereby irrevocably submit to the exclusive jurisdiction of the state district court of Washoe County, Nevada (the “Chosen Court”) in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Chosen Court or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by the Chosen Court, and the Parties irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in the Chosen Court. The Parties hereby consent to and grant the Chosen Court exclusive jurisdiction over the person of such Parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 4.01 8.01 or in such other manner as may be permitted by law shall be valid and sufficient service thereof.

Appears in 2 contracts

Samples: Purchase Agreement (NGA Holdco, LLC), Purchase Agreement (NGA Holdco, LLC)

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Governing Law; Enforcement; Waiver of Jury Trial. (a) This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of Nevada New York applicable to contracts made and to be performed entirely within such State. The Parties parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement in any court of the State of New York or the Federal courts of the United States of America located in the State of New York, in each case in the borough of Manhattan (the "Chosen Courts"). The parties hereby irrevocably submit to the exclusive jurisdiction of the state district court of Washoe County, Nevada (the “Chosen Court”) Courts in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Chosen Court Courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by the Chosen Courtsuch courts, and the Parties parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in the Chosen CourtCourts. The Parties parties hereby consent to and grant the Chosen Court Courts exclusive jurisdiction over the person of such Parties parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 4.01 11.04 or in such other manner as may be permitted by law shall be valid and sufficient service thereof.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Goldman Sachs Group Inc), Agreement and Plan of Merger (Goldman Sachs Group Inc)

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