Common use of Governing Law, etc Clause in Contracts

Governing Law, etc. This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of New York without giving effect to the conflict of laws rules thereof. Buyer and Seller hereby irrevocably submit to the jurisdiction of the courts of the State of New York, and the Federal courts of the United States of America located in the Southern District of New York solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, 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 said courts or that the venue thereof may not be appropriate or that this Agreement or any of such document may not be enforced in or by said courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a New York State or Federal court. Buyer and Seller hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any 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 10.4, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.

Governing Law, etc. This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of New York Delaware without giving effect to the conflict of laws rules thereof. Buyer The Company and Seller Transferor hereby irrevocably submit to the jurisdiction of the courts of the State of New York, Delaware and the Federal courts of the United States of America located in the Southern District State of New York Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, 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 such party is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any of such document may not be enforced in or by said courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a New York Delaware State or Federal court. Buyer The Company and Seller Transferor hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any 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 10.48.6, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.

Governing Law, etc. This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of New York without giving effect to the conflict of laws rules thereof. Buyer The Investor and Seller the Company hereby irrevocably submit to the jurisdiction of the courts of the State of New York, and the Federal courts of the United States of America located in the Southern District of New York solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, 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 said courts or that the venue thereof may not be appropriate or that this Agreement or any of such document may not be enforced in or by said courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a New York Delaware State or Federal court. Buyer The Investor and Seller the Company hereby consent to and grant grants any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 10.411.3, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.

Governing Law, etc. This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of New York Michigan, without giving effect to the conflict of laws rules thereof. Buyer The Company and Seller MTI hereby irrevocably submit to the jurisdiction of the courts of the State of New York, Michigan and the Federal courts of the United States of America located in the Southern District State of New York solely Michigan in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, 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, suite or proceeding may not be brought or is not maintainable in said courts or that the venue thereof or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any of such document may not be enforced in or by said courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a New York State Michigan or Federal court. Buyer The Company and Seller MTI hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any 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 10.4, 8.4 or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.

Governing Law, etc. This Agreement shall be governed by and construed in all respects, including as to validity, interpretation and effect, by accordance with the internal laws of the State of New York York, without giving effect regard to the conflict principles of laws rules thereofconflicts of laws. Buyer and Seller The parties hereby irrevocably submit to the jurisdiction of the courts of the State of New York, York and the Federal courts of the United States of America located in the Southern District Borough of Manhattan, the City of New York solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, 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 documenthereof, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any of such document may not be enforced in or by said such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a New York State or Federal courtcourts. Buyer and Seller hereby The parties consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any 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 10.4, 9.2 or in such other manner as may be permitted by law, law shall be valid and sufficient service thereof.

Governing Law, etc. This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of New York without giving effect to the conflict of laws rules thereof. Buyer The Purchaser and the Seller hereby irrevocably submit to the jurisdiction of the courts of the State state of New York, York and the Federal courts of the United States of America located in the Southern District State of New York solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, 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 said courts or that the venue thereof may not be appropriate or that this Agreement or any of such document may not be enforced in or by said courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a New York State or Federal court. Buyer The Purchaser and the Seller hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any 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 10.4, 7.3 or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.

Governing Law, etc. (i) This Agreement agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of New York without giving effect to the conflict of laws rules thereofthereof to the extent that the application of the law of another jurisdiction would be required thereby. Buyer and Seller Each party hereby irrevocably submit submits to the jurisdiction of the courts of the State of New York, York and the Federal federal courts of the United States of America located in the Southern District County of New York solely 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 waive, and agree thereby. Each party hereby waives and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation and enforcement hereof, or enforcement hereof any such document or in respect of any such documenttransaction, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said such courts or that the venue thereof may not be appropriate or that this Agreement or any of such document may not be enforced in or by said such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a New York State or Federal court. Buyer and Seller Each party hereby consent consents to and grant grants any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that the mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 10.4, 13(g) or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.

Governing Law, etc. This Agreement shall will be governed by and construed in all respects, including as to validity, interpretation and effect, by accordance with the internal domestic laws of the State of New York Delaware, without giving effect to any choice of law or conflict provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the laws of any jurisdiction other than the State of Delaware to be applied. In furtherance of the foregoing, the internal law of the State of Delaware will control the interpretation and construction of this Agreement, even if under such jurisdiction's choice of law or conflict of laws rules thereoflaw analysis, the substantive law of some other jurisdiction would ordinarily apply. Buyer The Purchaser and the Seller hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Commonwealth of Massachusetts and the State of New York, Illinois and the Federal courts of the United States of America America, in each case located in the Southern District of New York solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this AgreementBoston, Massachusetts, Chicago, Illinois, respectively; 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 said courts or that the venue thereof may not be appropriate or that this Agreement or any of such document may not be enforced in or by said courts, . The Purchaser and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a New York State or Federal court. Buyer and Seller hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any 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 10.4, 8.2 or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.

Governing Law, etc. This The Agreement shall be governed in all respects, including as to validity, interpretation and effect, by under the internal laws of the State of New York Jersey, without giving effect to the conflict of laws rules thereof. The Buyer and Seller the Sellers hereby irrevocably submit to the jurisdiction of the courts of the State of New York, Jersey and the Federal courts of the United States of America located in the Southern District State of New York Jersey, solely in respect of the interpretation and enforcement of the provisions of this the Agreement and of the documents referred to in this the Agreement, 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 said courts or that the venue thereof may not be appropriate or that this the Agreement or any of such document may not be enforced in or by said courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a New York Jersey State or Federal court. The Buyer and Seller the Sellers hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any 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 10.49.3, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.

Governing Law, etc. This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of New York without giving effect to the conflict of laws rules thereof. Buyer NYFM and Seller hereby irrevocably submit to the jurisdiction of the courts of the State of New York, York and the Federal courts of the United States of America located in the Southern District State of New York solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, 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 said courts or that the venue thereof may not be appropriate or that this Agreement or any of such document may not be enforced in or by said courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a New York State or Federal court. Buyer and NYFM, Seller hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any 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 10.4, 8.3 or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.

Governing Law, etc. This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of New York Arizona without giving effect to the conflict of laws rules thereof. Buyer and Seller hereby irrevocably submit to the exclusive jurisdiction of the courts of the State of New York, and the Federal courts of the United States of America located in the Southern District of New York solely in respect of Bankruptcy Court relating to the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, 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 said courts the Bankruptcy Court or that the venue thereof may not be appropriate or that this Agreement or any of such document documents may not be enforced in or by said courtsthe Bankruptcy Court, and the parties Parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a New York State or Federal courtthe Bankruptcy Court. Buyer and Seller hereby consent to and grant any such court the Bankruptcy Court jurisdiction over the person of such parties and over the subject matter of any 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 10.4, 12.5 or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.

Governing Law, etc. This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of New York Washington, without giving effect to the conflict of laws rules thereof. Buyer and Seller hereby irrevocably submit to the jurisdiction of the courts of the State of New York, Washington and the Federal courts comts of the United States of America located in the Southern District State of New York solely in Washington with respect of the to interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, 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 said courts or that the venue thereof may not be appropriate or that this Agreement or any of such document may not be enforced in or by said courts, and the parties patties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a New York Washington State or Federal court. Buyer and Seller hereby consent to and grant any such court jurisdiction over the person of such parties patties and over the subject matter of any 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 10.47.3, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.

Governing Law, etc. This Agreement and the Collateral Documents shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of New York Iowa without giving effect to the conflict of laws rules thereof. Buyer and Seller hereby irrevocably submit to the jurisdiction of the courts of the State of New York, Iowa and the Federal courts of the United States of America located in the Southern District State of New York Iowa, City of Des Moines and County of Polk solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, 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 said courts or that the venue thereof may not be appropriate or that this Agreement or any of such document may not be enforced in or by said courts, and the parties hereto Parties irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a New York State or Federal court. Buyer and Seller hereby consent to and grant any such court jurisdiction over the person of such parties Parties and over the subject matter of any 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 10.48.3, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.

Governing Law, etc. This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of New York York, without giving effect to the conflict of laws rules thereof. The Buyer and Seller Medi-Flex hereby irrevocably submit to the jurisdiction of the courts of the State of New York, York and the Federal courts of the United States of America located in the Southern District State, City and County of New York solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, 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 said courts or that the venue thereof may not be appropriate or that this Agreement or any of such document may not be enforced in or by said courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a New York State or Federal court. Buyer The Buyer, Medical Action and Seller Medi-Flex hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any 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 10.46.5, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.

Governing Law, etc. (a) This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of New York Delaware, without giving effect to the conflict of laws rules thereofthereof to the extent any such rules would require or permit the application of the laws of any other jurisdiction. Buyer and Seller Each party hereto hereby irrevocably submit submits to the jurisdiction of the courts of the State of New York, York and the Federal courts of the United States of America located in the Southern District State, City and County of New York solely 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 waiveand thereby. Each party hereto hereby waives, and agree agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such documentdocument or in respect of any such transaction, that it is not subject thereto or to such jurisdiction, that such action, suit or proceeding may not be brought or is not maintainable in said courts or such courts, that the venue thereof may not be appropriate or that this Agreement or any of such document may not be enforced in or by said such courts, and the parties . Each party hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a New York State or Federal court. Buyer and Seller hereby consent consents to and grant grants any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 10.4, 5.1 or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.

Governing Law, etc. This Agreement shall will be governed by and construed in all respects, including as to validity, interpretation and effect, by accordance with the internal laws of the State of New York York, as applied to contracts made and performed within such State, without giving effect regard to principles of conflicts of law. Each of the parties hereto irrevocably submits to the conflict of laws rules thereof. Buyer and Seller hereby irrevocably submit to the exclusive jurisdiction of the courts of the State of New York, York and the Federal courts of the United States of America located in District Court for the Southern District of New York solely York, in respect each case sitting in the Borough of Manhattan, City of New York, for the interpretation and enforcement purpose of the provisions any suit, action, proceeding or judgment relating to or arising out of this Agreement and of the documents referred to in this Agreement, 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 said courts or that the venue thereof may not be appropriate or that this Agreement or any of such document may not be enforced in or by said courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a New York State or Federal court. Buyer and Seller hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing Service of process or other papers in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the manner provided world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in Section 10.4any such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Notwithstanding any provision hereof to the contrary, if any dispute arises regarding this Agreement, the prevailing party shall, in addition to any other manner as may relief to which it is entitled, be permitted by law, shall be valid entitled to an aware of its reasonable attorneys’ fees and sufficient service thereofall of its other reasonable costs incurred in connection with such dispute.

Governing Law, etc. This The Agreement shall be governed in all respects, including as to validity, interpretation and effect, by under the internal laws of the State of New York without giving effect to the conflict of laws rules thereof. The Buyer and the Seller and Owners hereby irrevocably submit to the jurisdiction of the courts of the State of New York, Illinois and the Federal courts of the United States of America located in the Southern District State of New York Illinois, solely in respect of the interpretation and enforcement of the provisions of this the Agreement and of the documents referred to in this the Agreement, 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 said courts or that the venue thereof may not be appropriate or that this the Agreement or any of such document may not be enforced in or by said courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a New York Illinois State or Federal court. Buyer The Buyer, Seller and Seller Owners hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any 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 10.411.3, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.

Governing Law, etc. This Agreement shall be governed by and construed in all respects, including as to validity, interpretation accordance with and effect, by enforced under the internal laws of the State of New York without giving effect applicable to agreements made and to be performed entirely in New York. Accentia, Biovest and the conflict of laws rules thereof. Buyer and Seller Escrow Agent hereby irrevocably submit to the jurisdiction of the courts of the State of New York, York and the Federal courts of the United States of America located in the Southern District State, City and County of New York solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, 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, document that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any of such document may not be enforced in or by said courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a New York State or Federal court. Buyer Accentia, Biovest and Seller the Escrow Agent hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and arid agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 10.46.4, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.

Governing Law, etc. This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of New York Illinois, without giving effect to the conflict of laws rules thereof. Buyer thereof Purchaser and Seller hereby irrevocably submit to the jurisdiction of the courts of the State of New York, Illinois and the Federal courts of the United States of America located in the Southern District State of New York Illinois, City of Chicago and County of Xxxx, solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, 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 said courts or that the venue thereof may not be appropriate or that this Agreement or any of such document may not be enforced in or by said courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a New York an Illinois State or Federal court. Buyer Purchaser and Seller hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any 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 10.49.4, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.

Governing Law, etc. This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of New York York, without giving effect to the conflict of laws rules thereof. The Buyer and Seller Acme hereby irrevocably submit to the jurisdiction of the courts of the State of New York, York and the Federal courts of the United States of America located in the Southern District State, City and County of New York solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, 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 said courts or that the venue thereof may not be appropriate or that this Agreement or any of such document may not be enforced in or by said courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a New York State or Federal court. Buyer The Buyer, Medical Action and Seller Acme hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any 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 10.46.5, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.

Governing Law, etc. This Agreement shall be governed in all respectsTHIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, including as to validityINCLUDING, interpretation and effectWITHOUT LIMITATION, by the internal laws of the State of New York without giving effect to the conflict of laws rules thereofAS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS RULES THEREOF. Buyer and Seller hereby irrevocably submit to the exclusive jurisdiction of the courts of the State of New York, York and the Federal courts of the United States of America located in the Southern District State, City and County of New York solely 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 said courts or that the venue thereof may not be appropriate or that this Agreement or any of such document may not be enforced in or by said such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a New York State or Federal court. Buyer and Seller hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any 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 10.4, 8.2 of this Agreement or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.

Governing Law, etc. This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of New York without giving effect to the conflict of laws rules thereof. Buyer Buyer, Parent and Seller hereby irrevocably submit to the exclusive jurisdiction of the courts of the State of New York, York and the Federal federal courts of the United States of America located in the Southern District of New York solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, 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 said courts or that the venue thereof may not be appropriate or that this Agreement or any of such document may not be enforced in or by said courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a New York State or Federal federal court. Buyer Buyer, Parent and Seller hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any 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 10.411.3, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.

Governing Law, etc. This Agreement shall be governed in all respects(a) EXCEPT TO THE EXTENT THAT THE LAWS OF THE STATE OF GEORGIA MANDATORILY APPLY, including as to validityTHIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, interpretation INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS, TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. Parent and effect, by the internal laws of the State of New York without giving effect to the conflict of laws rules thereof. Buyer and Seller Sellers hereby irrevocably submit to the jurisdiction of the courts of the State of New York, York and the Federal federal courts of the United States of America located in the Southern District State, City and County of New York solely 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 waiveand thereby. Each of Parent and Sellers hereby waives, and agree agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof hereby or of any such documentdocument or in respect of any such transaction, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said such courts or that the venue thereof may not be appropriate or that this Agreement or any of such document may not be enforced in or by said such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a New York State or Federal court. Buyer and Seller hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any 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 10.4, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.

Governing Law, etc. This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of New York York, without giving effect to the conflict of laws rules thereof. Buyer and Seller The parties hereto hereby irrevocably submit to the jurisdiction of the courts of the State of New York, York and the Federal courts of the United States of America located in the Southern District State, City and County of New York solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, 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 said courts or that the venue thereof may not be appropriate or that this Agreement or any of such document may not be enforced in or by said courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a New York State or Federal court. Buyer and Seller The parties hereto hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any 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 10.413.6, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.

Governing Law, etc. This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of New York without giving effect to the conflict of laws rules thereof. Buyer MCK and Seller hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the State of New YorkYork and the Commonwealth of Massachusetts, and the Federal federal courts of the United States of America located in the Southern District of New York or in the Commonwealth of Massachusetts solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, 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 said courts or that the venue thereof may not be appropriate or that this Agreement or any of such document may not be enforced in or by said courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a New York State or Federal Massachusetts state or federal court. Buyer MCK and Seller hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any 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 10.4SECTION 11.3, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.

Governing Law, etc. This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of New York York, without giving effect to the conflict of laws rules thereof. Buyer and Seller Maxxim hereby irrevocably submit to the jurisdiction of the courts of the State of New York, York and the Federal courts of the United States of America located in the Southern District State, City and County of New York solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, 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 said courts or that the venue thereof may not be appropriate or that this Agreement or any of such document may not be enforced in or by said courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a New York State or Federal court. Buyer and Seller Maxxim hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any 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 10.46.5, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.

Governing Law, etc. (i) This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of New York without giving effect to the conflict of laws rules thereofthereof to the extent that the application of the law of another jurisdiction would be required thereby. Buyer and Seller Each of the Parties hereby irrevocably submit submits to the jurisdiction of the courts of the State of New York, York and the Federal federal courts of the United States of America located in the Southern District County of New York solely 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 waive, and agree thereby. Each of the Parties hereby waives and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation and enforcement hereof, or enforcement hereof any such document or in respect of any such documenttransaction, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said such courts or that the venue thereof may not be appropriate or that this Agreement or any of such document may not be enforced in or by said such courts, and . Each of the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a New York State or Federal court. Buyer and Seller Parties hereby consent consents to and grant grants any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that the mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 10.4, 12(f) or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.

Governing Law, etc. This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of New York York, without giving effect to the conflict of laws rules thereofthereof to the extent that the application of the law of another jurisdiction would be required thereby. Buyer The Buyers and Seller the Sellers hereby irrevocably submit to the jurisdiction of the courts of the State of New York, York and the Federal courts of the United States of America located in the Southern District State of New York, New York City, Manhattan, solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, 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 said courts or that the venue thereof may not be appropriate or that this Agreement or any of such document may not be enforced in or by said courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a New York State or Federal court. Buyer The Buyers and Seller the Sellers hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any 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 10.410, or in such other manner as may be permitted by applicable law, shall be valid and sufficient service thereof.

Governing Law, etc. This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of New York Kansas without giving effect to the conflict of laws rules thereofthereof to the extent that the application of the law of another jurisdiction would be required thereby. The Buyer and Seller hereby irrevocably submit to the jurisdiction of the courts of (i) the State of New York, Nebraska and the Federal courts of the United States of America located in the Southern District State, City and County of New York Xxxxxxx and (ii) the State of Kansas and the Federal courts of the United States of America for or located in the State, City and County of Xxxxxxxx solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, 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 said courts or that the venue thereof may not be appropriate or that this Agreement or any of such document may not be enforced in or by said courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a New York Nebraska or Kansas State or Federal court. The Buyer and Seller hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any 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 10.48.6, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.

Governing Law, etc. This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of New York York, without giving effect to the conflict of laws rules thereofthereof to the extent that the application of the law of another jurisdiction would be required thereby. Buyer The Buyers and Seller the Sellers hereby irrevocably submit to the jurisdiction of the courts of the State of New York, York and the Federal courts of the United States of America located in the Southern District State of New York, New York City, Manhattan, solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, 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 said courts or that the venue thereof may not be appropriate or that this Agreement or any of such document may not be enforced in or by said courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a New York State or Federal court. Buyer The Buyers and Seller the Sellers hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any 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 10.48.6, or in such other manner as may be permitted by applicable law, shall be valid and sufficient service thereof.

Governing Law, etc. (a) This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of New York York, without giving effect to the conflict of laws rules thereofthereof to the extent any such rules would require or permit the application of the laws of any other jurisdiction. Buyer and Seller Each party hereto hereby irrevocably submit submits to the jurisdiction of the courts of the State of New York, York and the Federal courts of the United States of America located in the Southern District State, City and County of New York solely 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 waiveand thereby. Each party hereto hereby waives, and agree agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such documentdocument or in respect of any such transaction, that it is not subject thereto or to such jurisdiction, that such action, suit or proceeding may not be brought or is not maintainable in said courts or such courts, that the venue thereof may not be appropriate or that this Agreement or any of such document may not be enforced in or by said such courts, and the parties . Each party hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a New York State or Federal court. Buyer and Seller hereby consent consents to and grant grants any such court jurisdiction over the person Person of such parties and over the subject matter of any such dispute and agree agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 10.4, 7.2 or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.

Governing Law, etc. This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of New York York, without giving effect to the conflict of laws rules thereof. The Buyer and the Seller hereby irrevocably submit to the jurisdiction of the courts of the State of New York, York and the Federal courts of the United States of America located in the Southern District State, City and County of New York solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, 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 said courts or that the venue thereof may not be appropriate or that this Agreement or any of such document may not be enforced in or by said courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a New York State or Federal court. The Buyer and the Seller hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any 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 10.412.6, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.

Governing Law, etc. (a) Governing Law, Venue. This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of New York York, without giving effect to the conflict of laws rules thereof. Buyer and Seller Each party hereby irrevocably submit submits to the non-exclusive jurisdiction of the courts of the State of New York, York in and for the Federal courts County of Onondaga and of the United States of America located in for the Southern Northern District of New York solely (in each case sitting in the County of Onondaga) 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 waive, and agree thereby. Each party hereby waives and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation and enforcement hereof, or enforcement hereof any such document or in respect of any such documenttransaction, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said such courts or that the venue thereof may not be appropriate or that this Agreement or any of such document may not be enforced in or by said such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a New York State or Federal court. Buyer and Seller Each party hereby consent consents to and grant grants any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree agrees that the mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 10.4, 11.3 or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.

Governing Law, etc. This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of New York York, without giving effect to the conflict of laws rules thereof. The Buyer and Seller MD Industries hereby irrevocably submit to the jurisdiction of the courts of the State of New York, York and the Federal courts of the United States of America located in the Southern District State, City and County of New York solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, 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 said courts or that the venue thereof may not be appropriate or that this Agreement or any of such document may not be enforced in or by said courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a New York State or Federal court. Buyer The Buyer, Medical Action and Seller MD Industries hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any 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 10.46.5, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.