Common use of Governing Law; Jurisdiction Clause in Contracts

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, the law of the State of New York, without giving effect to its conflict of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state of New York.

Governing Law; Jurisdiction. This Agreement shall be construed construed, performed, and enforced in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, the law internal laws of the State of New York, without giving effect to its conflict the principles of law provisions (other than Sections 5-1401 and 5-1402 conflicts of the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state of New Yorklaws thereof.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, and construed in accordance with, the law laws of the State of New York, without giving effect to its conflict of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state of New York.

Governing Law; Jurisdiction. (a) This Agreement shall be construed in accordance with, with and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, by the law of the State of New York, without giving effect to its conflict of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state of New York.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance withTHIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, the law of the State of New York, without giving effect to its conflict of law provisions WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (other than Sections OTHER THAN SECTION 5-1401 and 5-1402 of the New York General Obligations LawOF THE GENERAL OBLIGATIONS LAW). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state of New York, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, with the law laws of the State of New YorkYork and the obligations, without giving effect to its conflict of law provisions (other than Sections 5-1401 rights and 5-1402 remedies of the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state of New Yorkhereunder shall be determined in accordance with such laws.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, with the law laws of the State of New York, without giving effect to its conflict of law provisions (other than Sections 5-1401 and 5-1402 the obligations, rights and remedies of the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state of New Yorkhereunder shall be determined in accordance with such laws.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with, with and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, by the law of the State of New York, without giving effect to its conflict of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state of New York.

Governing Law; Jurisdiction. This Agreement shall be construed construed, performed, and enforced in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, the law internal laws of the State of New York, without giving effect to its conflict the principles of law provisions (other than Sections 5-1401 and 5-1402 conflicts of the New York General Obligations Law)laws thereof. The parties hereto agree Each party hereby consents to the non-exclusive personal jurisdiction and venue of any federal courts located within court of competent jurisdiction in the state State of New York.

Governing Law; Jurisdiction. This Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be construed in accordance with, with and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, by the law laws of the State of New York, without giving effect to its conflict any choice of law provisions (other than Sections 5-1401 and 5-1402 or conflicts of the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state of New Yorklaw provision.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, with the law laws of the State of New York, without giving effect to its conflict conflicts of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state of New Yorktherein.

Governing Law; Jurisdiction. This Agreement shall be construed governed by and interpreted in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, with the law laws of the State of New York, York without giving effect regard to its conflict the principles of law provisions (other than Sections 5-1401 and 5-1402 conflicts of the New York General Obligations Law)law. The parties hereto agree hereby submit to the non-exclusive jurisdiction of any federal the United States Federal and state courts located within the state of in New York, New York with respect to any dispute arising under this Agreement, the agreements entered into in connection herewith or the transactions contemplated hereby or thereby.

Governing Law; Jurisdiction. This Agreement shall will be governed by and construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, with the law laws of the State of New York, York (without giving effect reference to its conflict choice of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Lawdoctrine). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state of New York.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, with the law laws of the State of New York, without giving effect to its conflict of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state of New Yorklaws.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement the enforcement thereof shall be governed by, by and construed under the law internal laws of the State of New York, without giving effect to its conflict of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The parties hereto agree consent to the non-exclusive jurisdiction of any federal courts located within New York State or Federal court sitting in the state City of New YorkYork and any appellate court from any thereof in any action or proceeding arising out of or relating to this Agreement.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance withAgreement, and this Agreement and all matters arising out of any instrument or relating in any way agreement required hereunder (to this Agreement the extent not otherwise expressly provided for therein), shall be governed by, and construed under, the law laws of the State of New York, without giving effect reference to its conflict conflicts of law provisions laws (other than Sections Section 5-1401 and Section 5-1402 of the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state of New York.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, with the law internal laws of the State of New York, without giving effect to its conflict of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The parties hereto agree This Agreement shall be subject to the non-exclusive jurisdiction of any federal the State and Federal courts located within the state of sitting in New York County, New York.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, and construed in accordance with, the law of the State of New York, without giving effect to its conflict of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state of New York.

Governing Law; Jurisdiction. This Agreement shall will be construed governed by and interpreted in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, with the law laws of the State of New York, York without giving effect regard to its the principles of conflict of law provisions laws (other than Sections 5-1401 and 5-1402 whether of the State of New York General Obligations Law). The parties hereto agree to or any other jurisdiction) which would result in the non-exclusive jurisdiction application of the laws of any federal courts located within the state of New Yorkother jurisdiction.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, with the law laws of the State of New York, without giving effect to its conflict of law provisions (other than Sections 5-1401 and 5-1402 of the . The courts located in New York General Obligations Law). The parties hereto agree to the shall have non-exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement and, accordingly, any federal courts located within the state suit, action or proceeding arising out of New Yorkor in connection with this Agreement may be brought in such courts.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with, and this Agreement and all matters arising out acts and transactions pursuant hereto and the rights and obligations of or relating in any way to this Agreement the parties hereto shall be governed bygoverned, construed and interpreted in accordance with the law laws of the State of New York, without giving effect to its conflict principles of law provisions (other than Sections 5-1401 and 5-1402 conflicts of law. Each of the parties to this Agreement consents to the exclusive jurisdiction and venue of the state and federal courts of New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state of County, New York.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, with the law laws of the State of New York, York without giving effect to its the conflict of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state of New Yorklaws principles thereof.

Governing Law; Jurisdiction. This Agreement shall will be governed by and construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, with the law laws of the State of New YorkYork , without giving effect to its that body of laws pertaining to conflict of law provisions (other than Sections 5-1401 and 5-1402 laws. Each of the New York General Obligations Law). The parties hereto agree hereby irrevocably consents to the non-exclusive jurisdiction of any federal the courts located within of the state Second Department of the Supreme Court of the State of New YorkYork and the United States District Court for the Southern District of New York and waives trial by jury in any action or proceeding with respect to this Agreement.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, with the law laws of the State of New York, without giving effect York applicable to its conflict of law provisions (other than Sections 5-1401 contracts made and 5-1402 of the New York General Obligations Law)to be performed therein. The parties hereto agree Each Party irrevocably submits to the non-exclusive jurisdiction of any federal courts located within New York State or Federal court sitting in the state City of New YorkYork over any suit, action or proceeding arising out of or relating to this Agreement. Each party hereby irrevocably waives any and all right to a trial by jury in any legal proceeding arising out of or relating to this Agreement.

Governing Law; Jurisdiction. This Agreement shall be construed governed by and interpreted in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, with the law of the State laws of New York, York State without giving effect regard to its the principles of conflict of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law)laws. The parties hereto agree hereby submit to the non-exclusive jurisdiction of any federal the United States Federal and state courts located within the state of in New York, New York with respect to any dispute arising under this Agreement, the agreements entered into in connection herewith or the transactions contemplated hereby or thereby.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with(a) THIS AGREEMENT SHALL BE GOVERNED BY, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed byAND CONSTRUED, the law of the State of New YorkINTERPRETED AND ENFORCED IN ACCORDANCE WITH, without giving effect to its conflict of law provisions THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF (other than Sections OTHER THAN SECTION 5-1401 and 5-1402 of the New York General Obligations LawOF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state of New York.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, under the law laws of the State of New York, without giving effect to its conflict of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state of New York.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with, with and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, by the law laws of the State of New York, without giving effect to its conflict of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state of New York.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. Each party hereto agrees that all judicial proceedings brought against it arising out of or relating to this Agreement or its obligations hereunder may be brought in any state or federal court of competent jurisdiction in the State, without giving effect to its conflict of law provisions (other than Sections 5-1401 County and 5-1402 of the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state City of New York, and accepts generally and unconditionally the nonexclusive jurisdiction and venue of such courts.

Governing Law; Jurisdiction. This Agreement shall be construed governed by and interpreted in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, the law with laws of the State of New York and, to the extent applicable, U.S. federal law, and the parties agree to submit to the jurisdiction of the state and federal courts sitting in New York, without giving effect to its conflict of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state of New Yorkfor all disputes hereunder.

Governing Law; Jurisdiction. This Agreement shall will be construed governed by and interpreted in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, with the law laws of the State of New York, York without giving effect regard to its the principles of conflict of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law)laws. The parties hereto agree hereby submit to the non-exclusive jurisdiction of any the United States federal and state courts located within in the state State of New YorkYork with respect to any dispute arising under this Agreement or the transactions contemplated hereby or thereby.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, and construed in accordance with, the law laws of the State of New York, York without giving effect to its conflict the principles of conflicts of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state of New Yorkthereof.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with(a) THIS AGREEMENT SHALL BE GOVERNED BY, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed byAND CONSTRUED, the law of the State of New YorkINTERPRETED AND ENFORCED IN ACCORDANCE WITH, without giving effect to its conflict of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state of New YorkTHE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF THAT WOULD REQUIRE THE APPLICATION OF LAWS OTHER THAN THOSE OF THE STATE OF NEW YORK.

Governing Law; Jurisdiction. 3.6.1 This Agreement shall be construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, and construed in accordance with, the law laws of the State of New York, without giving effect to its any choice of law or conflict of law rules or provisions (that would cause the application of the laws of any jurisdiction other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state State of New York.

Governing Law; Jurisdiction. This Agreement shall be governed and construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, with the law laws of the State of New York, without giving effect to its conflict the principles of conflicts of law provisions (other than Sections 5-1401 and 5-1402 thereof. Any court of the New York General Obligations Law). The parties hereto agree to the non-exclusive competent jurisdiction of any federal courts located sitting within the state State of New York, New York County will be the exclusive jurisdiction and venue for any dispute arising out of or relating to this Agreement.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance withwas executed in, and this Agreement the transactions contemplated by and all matters arising out the provisions of or relating in any way to this Agreement shall be governed by, by and construed in accordance with the law laws of the State of New York, York without giving effect to its the conflict of law laws provisions (other than Sections 5-1401 thereof and 5-1402 all parties consent to the jurisdiction of the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any state and federal courts located within sitting in the state State of New York.

Governing Law; Jurisdiction. (a) This Agreement shall be governed and construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, with the law Laws of the State of New York, without giving effect regard to its conflict any applicable conflicts of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state of New Yorkprinciples.

Governing Law; Jurisdiction. This Agreement shall will be governed by and construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, with the law laws of the State of New York, York without giving effect to its any principles of conflict of law provisions (other than Sections 5-1401 and 5-1402 laws that would lead to the application of the laws of another jurisdiction. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in New York, New York General Obligations Law). The and the parties hereto agree irrevocably consent to the non-exclusive personal jurisdiction of any federal courts located within the state of New Yorkand venue therein.

Governing Law; Jurisdiction. This Agreement shall be construed and enforced in accordance with, and this Agreement all questions concerning the construction, validity, interpretation and all matters arising out performance of or relating in any way to this Agreement shall be governed by, the law laws of the State of New York, without giving effect to its conflict provisions thereof regarding conflicts of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state of New Yorklaw.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed exclusively in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, with the law internal laws of the State of New York, without giving effect to its conflict any choice of law provisions (rule that would cause the application of the laws of any jurisdiction other than Sections 5-1401 and 5-1402 the internal laws of the State of New York General Obligations Law)to the rights and duties of the parties. The parties hereto agree consent to the non-exclusive jurisdiction of any federal courts located within New York State or Federal court sitting in the state City of New YorkYork and any appellate court from any thereof in any action or proceeding arising out of or relating to this Agreement.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, with the law laws of the State of New York, without giving effect regard to its conflict principles of law provisions (other than Sections 5-1401 and 5-1402 conflicts of the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state of New Yorklaws.

Governing Law; Jurisdiction. (a) This Agreement shall be construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, and construed in accordance with, the law laws of the State of New York, without giving effect regard to its conflict of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state of New Yorklaws principles.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed according to the laws of the State of New York without regard to the conflict of laws provisions thereof. Any dispute arising under or in accordance with, and this Agreement and all matters arising out of or relating in any way relation to this Agreement shall be governed by, resolved in the law competent courts of the State of New York, without giving effect to its conflict of law provisions (other than Sections 5-1401 and 5-1402 each of the New York General Obligations Law). The parties hereto agree Parties hereby submits irrevocably to the non-exclusive jurisdiction of any federal courts located within the state of New Yorksuch court.

Governing Law; Jurisdiction. This Agreement shall in all respects be construed in accordance with, with and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, by the law substantive laws of the State of New York, without giving effect reference to its conflict choice of law provisions (other than Sections 5-1401 rules. Any legal action or proceeding in connection with this Agreement or the performance hereof may be brought in the state and 5-1402 federal courts located in the Borough of Manhattan, City, County and State of New York, and the New York General Obligations Law)parties hereby irrevocably submit to the exclusive jurisdiction of such courts for the purpose of any such action or proceeding. The parties hereto agree irrevocably waive their right to the non-exclusive jurisdiction of jury trial in any federal courts located within the state of New Yorksuch action or proceeding.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with, and this Agreement and all matters arising out of or relating in any way is to this Agreement shall be governed by, by and construed under the law laws of the State of New York, York without giving effect regard to its conflict conflicts of law provisions (laws principles that would require the application of any other than Sections 5-1401 and 5-1402 of the New York General Obligations Law)law. The parties hereto agree to that the non-exclusive jurisdiction of any state and federal courts located within in New York County, New York shall be the state sole venue and shall have sole jurisdiction for the resolution of New Yorkall disputes arising hereunder.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this The Agreement shall be governed by, by and construed in accordance with the law of the State laws of New York, without giving effect to its the principles thereof relating to conflict of law provisions (other than Sections 5-1401 laws. Each Party agrees that all legal proceedings concerning the interpretations, enforcement and 5-1402 defence of the New York General Obligations Law). The parties hereto agree to transactions contemplated hereby and any other Transaction Documents shall be commenced exclusively in the non-exclusive jurisdiction of any state and federal courts located within sitting in the state County of New York.

Governing Law; Jurisdiction. This Agreement shall will be construed governed by and interpreted in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, with the law laws of the State of New York, York without giving effect regard to its the principles of conflict of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law)laws. The parties hereto agree hereby submit to the non-exclusive jurisdiction of any the United States federal and state courts located within in the state State of New YorkYork with respect to any dispute arising under this Agreement, the agreements entered into in connection herewith or the transactions contemplated hereby or thereby.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, construed and enforced in accordance with the law laws of the State of New York, York without giving effect to its the conflict of law laws provisions (other than Sections 5-1401 and 5-1402 thereof. Each of the parties hereby submits to personal jurisdiction and waives any objections as to venue in the County of New York General Obligations Law)York, State of New York. The parties hereto agree waive all right to the non-exclusive jurisdiction of trial by jury in any federal courts located within the state of New Yorkaction or proceeding to enforce or defend any rights hereunder.

Governing Law; Jurisdiction. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, with the law internal laws of the State of New York, York without giving effect reference to its conflict internal conflicts of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state of New Yorklaws principles.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, with the law laws of the State of New York, York without giving effect regard to its conflict the conflicts of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state of New Yorkprinciples thereof.

Governing Law; Jurisdiction. This Agreement shall be construed and enforced in accordance with, with and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, by the law laws of the State of New York, York without giving effect to its conflict the conflicts of law provisions (other than Sections 5-1401 and 5-1402 principles thereof which might result in the application of the laws of any other jurisdiction. Each party to this Agreement irrevocably submits to the jurisdiction of the courts of the State of New York General Obligations Law). The parties hereto agree to and the non-exclusive jurisdiction Federal courts of any federal courts the United States of America located within in the state State of New YorkYork solely in respect of the interpretation and enforcement of the provisions of this Agreement, and in respect of the transactions contemplated hereby.

Governing Law; Jurisdiction. This Agreement shall be construed governed by ---------------------------- and interpreted in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, with the law laws of the State of New York, York without giving effect regard to its the principles of conflict of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law)laws. The parties hereto agree hereby submit to the non-exclusive jurisdiction of any the United States federal and state courts located within in the state State of New YorkYork with respect to any dispute arising under this Agreement, the agreements entered into in connection herewith or the transactions contemplated hereby.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this The Agreement shall be governed by, by and construed under the law laws of the State of New York, York without giving effect regard to its conflict the conflicts of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law)thereof. The There parties hereto agree hereby consent to the non-exclusive jurisdiction of any the federal and state courts located within the state of in New York County, New York.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with, and this Agreement and all matters disputes arising out of or relating in any way to this Agreement hereunder shall be governed by, and interpreted in accordance with the laws of the United States of America and the internal laws (and not the law of conflicts) of the State of New York, without giving effect . Each party hereby submits to its conflict of law provisions (other than Sections 5-1401 and 5-1402 the jurisdiction of the state and federal courts of the State and County of New York General Obligations Law). The parties hereto agree for the resolution of any such disputes and waives any objection to the non-exclusive jurisdiction propriety or convenience of any federal courts located within the state of New Yorkvenue in such courts.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, with the law internal laws of the State of New York, without giving effect to its conflict of law provisions York (other than Sections 5-1401 and 5-1402 its rules of conflict of laws to the extent the application of the New York General Obligations Lawlaws of another jurisdiction would be required thereby). The parties hereto agree This Agreement shall be subject to the non-exclusive jurisdiction of any federal the State and Federal courts located within the state of sitting in New York County, New York. Section 14.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with, and this Agreement and all matters arising out of or relating in any way is to this Agreement shall be governed by, by and construed under the law laws of the State of New York, York without giving effect regard to its conflict conflicts of law provisions (laws principles that would require the application of any other than Sections 5-1401 and 5-1402 of the New York General Obligations Law)law. The parties hereto agree to that the non-exclusive jurisdiction of any state and federal courts located within the state of in New York County, New York, shall be the sole venue and shall have sole jurisdiction for the resolution of all disputes arising hereunder.

Governing Law; Jurisdiction. This Agreement shall is governed by and should be construed in accordance with, and this Agreement and all matters arising out of or relating in any way according to this Agreement shall be governed by, the law laws of the State of New York, without giving effect York applicable to its conflict of law provisions (other than Sections 5-1401 agreements made and 5-1402 of wholly performed there. All legal proceedings arising from or related to this Agreement will be brought exclusively in the New York General Obligations Law). The parties hereto agree to applicable federal and state courts in the non-exclusive jurisdiction of any federal courts located within the state State and County of New York, and You and MLA irrevocably consent to the personal jurisdiction of those courts and waive any objection to venue based on the ground of inconvenience or otherwise.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with, The construction and this Agreement and all matters arising out interpretation of or relating in any way to this Agreement shall at all times and in all respects be governed by, by and construed according to the law laws of the State of New York, York without giving effect regard to its any conflict of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law)thereof. The parties hereto agree to bring any dispute relating to this Agreement in a federal or state court located in New York, NY and hereby irrevocably submit to the non-exclusive jurisdiction of any federal courts located within the state of New Yorksuch courts.

Governing Law; Jurisdiction. This Agreement shall will be governed by, and interpreted and construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, the law laws of the State of New York, without giving effect regard to its the principles of conflict of law provisions (other than Sections 5-1401 laws, and 5-1402 of will be binding on the New York General Obligations Law)parties to this Agreement in the United States and worldwide. The parties hereto agree Any suit or proceeding relating to this Agreement will be commenced exclusively in the non-exclusive jurisdiction of any state or federal courts located within the state of in New York, New York, and each party to this Agreement irrevocably consents to the exclusive jurisdiction and venue of such courts.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, and construed and interpreted in accordance with, the law of the State of New York, without giving effect . Each party hereto agrees that all judicial proceedings brought against it arising out of or relating to this Agreement or its conflict obligations hereunder shall be brought in any state or federal court of law provisions (other than Sections 5-1401 and 5-1402 of competent jurisdiction in the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state State of New York, County of New York, and accepts generally and unconditionally the nonexclusive jurisdiction and venue of such courts.

Governing Law; Jurisdiction. This Agreement Agreement, and any amendments hereto, shall be governed by and construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, with the law laws of the State of New York, York without giving effect to its conflict the choice of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state of New Yorkthereof.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with, and with the laws of New York. The courts located in New York shall have non-exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement and all matters and, accordingly, any suit, action or proceeding arising out of or relating in any way to connection with this Agreement shall may be governed by, the law of the State of New York, without giving effect to its conflict of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state of New Yorkbrought in such courts.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with, and this Agreement and all rights, remedies and obligations hereunder, including, but not limited to, matters arising out of or relating in any way to this Agreement construction, validity and performance shall be governed by, by the law laws of the State of New York, York without giving effect regard to its conflict of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state of New Yorklaws principles or rules.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, the law laws of the State of New York, without giving effect to its conflict of law provisions laws principles (other than Sections Section 5-1401 and 5-1402 of the New York General Obligations LawLaw of the State of New York). The parties hereto agree Each Party consents to the non-exclusive jurisdiction of any state or federal courts located within court in the state State of New YorkYork in New York County over any action or proceeding brought in connection with this Agreement.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with, and this Agreement and all matters arising out of the transactions contemplated hereby, and all disputes between the parties under or relating in any way related to this Agreement or the facts and circumstances leading to its execution, whether in contract, tort, or otherwise, shall be governed by, and construed and enforced in accordance with, the law laws of the State of New YorkYork including, without giving effect to its conflict of law provisions (other than Sections limitation, Section 5-1401 and 5-1402 of the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state of Law and New YorkYork Civil Practice Laws and Rules 327.

Governing Law; Jurisdiction. This Agreement shall be construed governed by and --------------------------- interpreted in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, with the law laws of the State of New York, York without giving effect regard to its the principles of conflict of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law)laws. The parties hereto agree hereby submit to the non-exclusive jurisdiction of any the United States federal and state courts located within in the state State of New YorkYork with respect to any dispute arising under this Agreement, the agreements entered into in connection herewith or the transactions contemplated hereby.

Governing Law; Jurisdiction. This Agreement shall will be governed by and construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, with the law of the State state of New York, without giving effect regard to its conflict of law provisions (other than Sections 5-1401 and 5-1402 of laws principles. For the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction adjudication of any federal courts located within disputes arising under this Agreement, the state Parties hereby consent to personal jurisdiction and venue in (a) the borough of Manhattan and (b) the Southern District Court of New York.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, and construed and interpreted in accordance with, the law of the State of New York, without giving effect . Each party hereto agrees that all judicial proceedings brought against it arising out of or relating to this Agreement or its conflict obligations hereunder may be brought in any state or federal court of law provisions (other than Sections 5-1401 and 5-1402 of competent jurisdiction in the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state State of New York, County of New York, and accepts generally and unconditionally the nonexclusive jurisdiction and venue of such courts.

Governing Law; Jurisdiction. This Agreement shall be construed construed, interpreted and applied in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, with the law laws of the State of New York, without giving effect to excluding its choice of law and conflict of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law)provisions. The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state of New York.STRICTLY CONFIDENTIAL

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this The Agreement shall be governed by, by and construed in accordance with the law of the State laws of New York, without giving effect to its the principles thereof relating to conflict of law provisions (other than Sections 5-1401 laws. Each Party agrees that all legal proceedings concerning the interpretations, enforcement and 5-1402 defense of the New York General Obligations Law). The parties hereto agree to transactions contemplated hereby and any other Transaction Documents shall be commenced exclusively in the non-exclusive jurisdiction of any state and federal courts located within sitting in the state County of New York.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, construed under, and enforced in accordance with the law laws of the State of New York without regard to any conflict-of-laws provisions to the contrary. Any and all disputes regarding this Agreement shall be brought by the parties hereto solely in the Federal or state courts sitting in the County of New York, without giving effect to its conflict of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state State of New York.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance withTHIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAWS. COMPANY CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL OR STATE COURT LOCATED IN NEW YORK, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, the law of the State of New York, without giving effect to its conflict of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state of New YorkNEW YORK WITH RESPECT TO ANY CLAIM OR CONTROVERSY RELATED TO THE ENFORCEMENT OR INTERPRETATION OF THIS NOTE.

Governing Law; Jurisdiction. This Agreement shall be construed and enforced in accordance with, with and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, by the law laws of the State of New York, without giving effect to its conflict the conflicts of law provisions (other than Sections 5-1401 and 5-1402 principles thereof. Each of the New York General Obligations Law). The parties hereto agree hereby irrevocably submits to the non-exclusive jurisdiction of any state or federal courts located within court sitting in the state State of New YorkYork over any suit, action or other proceeding brought by any party arising out of or relating to this Agreement, and each of the parties hereby irrevocably agrees that all claims with respect to any such suit, action or other proceeding shall be heard and determined in such courts.

Governing Law; Jurisdiction. This Agreement shall ---------------------------------------- be governed by and construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, with the law laws of the State of New York, York without giving effect regard to its conflict conflicts of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state of New Yorkprinciples.

Governing Law; Jurisdiction. This Agreement shall be construed construed, interpreted and applied in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, with the law laws of the State of New York, without giving effect to excluding its choice of law and conflict of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state of New Yorkprovisions.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, under the law substantive laws of the State of New York. Notwithstanding such fact, without giving effect the parties agree that in the event any action is brought to its conflict of law provisions (other than Sections 5-1401 and 5-1402 enforce obligations created under this Agreement or otherwise hereunder, the Supreme Court of the State of New York General Obligations Law). The shall have personal jurisdiction over the parties hereto agree to and venue shall be fixed in the non-exclusive jurisdiction of any federal courts located within the state County of New York.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, the law laws of the State of New York, without giving effect reference to its the conflict of law laws principles thereof. Any dispute arising under or in relation to this Agreement shall be resolved in accordance with the provisions (other than Sections 5-1401 and 5-1402 set forth in Section 10(a) of the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state of New YorkEmployment Agreement.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with, and this Agreement and all matters arising out of or relating in any way according to this Agreement shall be governed by, the law laws of the State of New York, without giving effect regard to its the conflict of law laws provisions (other than Sections 5-1401 and 5-1402 thereof. Any dispute arising under or in relation to this Agreement shall be resolved in the competent courts of the State of New York General Obligations Law). The parties hereto agree or the courts of the United States located in the Borough of Manhattan, New York City, New York, and each of the Parties hereby submits irrevocably to the non-exclusive jurisdiction of any federal courts located within the state of New Yorksuch courts.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, with the law laws of the State of New York, without giving effect . Each Party agrees that any and all disputes between the Parties under or relating to its conflict the terms and conditions of law provisions (other than Sections 5-1401 this Agreement shall be fully and 5-1402 finally adjudicated in the state courts of the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state State of New York.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with, and this Agreement and all matters arising out the respective rights of or relating in any way the parties hereto determined according to this Agreement shall be governed by, the law substantive laws of the State of New York, without giving effect to its York notwithstanding the provisions governing conflict of laws under such law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state of New Yorkcontrary.

Governing Law; Jurisdiction. This Agreement shall will be construed governed by ----------------------------- and interpreted in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, with the law laws of the State of New York, York without giving effect regard to its the principles of conflict of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law)laws. The parties hereto agree hereby submit to the non-exclusive jurisdiction of any the United States federal and state courts located within in the state State of New YorkYork with respect to any dispute arising under this Agreement or the transactions contemplated hereby or thereby.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with, and this Agreement and all matters arising out of or relating in any way according to this Agreement shall be governed by, the law laws of the State of New York, without giving effect regard to its the conflict of law laws provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law)thereof. The parties hereto agree hereby irrevocably and unconditionally submit to the non-exclusive jurisdiction of any federal courts located within the state of in New York, New York in respect of any matter arising in connection with this Agreement.

Governing Law; Jurisdiction. 7 8 This Agreement shall be governed by and construed and enforced in accordance with, with the laws of the State of New York without regard to its conflict of law rules. The Employer and this Agreement the Employee submit and all matters arising out consent to the exclusive jurisdiction of or relating the state and federal courts located in any way to this Agreement shall be governed by, the law of the State of New York, without giving effect to its conflict Counties of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The parties hereto agree or Westchester with respect to the non-exclusive jurisdiction of any federal courts located within the state of New Yorklegal actions between them relating to this Agreement.

Governing Law; Jurisdiction. This Agreement Agreement, and the rights of the Parties under this Agreement, shall be governed by and construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, with the law laws of the State of New York, without giving effect to its conflict of law provisions (other than including Sections 5-1401 and 5-1402 of the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state of New York.

Governing Law; Jurisdiction. This Agreement shall be ---------------------------------------- governed by and construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, with the law laws of the State of New York, York without giving effect regard to its conflict conflicts of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law)principles. The parties hereto agree irrevocably consent to the non-exclusive jurisdiction jurisidiction of any the state and federal courts located within the state of in New York, New York for any disputes which may arise hereunder.

Governing Law; Jurisdiction. (a) This Agreement shall be construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, by the law Laws of the State of New York, without giving effect to its conflict the principles of law provisions conflicts of laws thereof (other than Sections Section 5-1401 and 5-1402 of the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state of New York.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with, and this Agreement and all matters arising out of the transactions contem­plated hereby, and all disputes between the parties under or relating related to the Agreement or the facts and circumstances leading to its execution, whether in any way to this Agreement contract, tort or otherwise, shall be governed by, and construed and enforced in accordance with, the law laws of the State of New YorkYork including, without giving effect to its conflict of law provisions (other than Sections limitation, Section 5-1401 and 5-1402 of the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state of Law and New YorkYork Civil Practice Laws and Rules 327.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, construed, and interpreted under the law laws of the State of New York, without giving effect to its conflict of law provisions (other than Sections 5-1401 laws principles. Any and 5-1402 all disputes, claims, or controversies arising out of or relating to this Agreement, the transaction contemplated herein and all matters relating to it shall be heard exclusively in the United States District Court for the Northern District of New York or the Supreme Court of the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state State of New York, Ulster County.

Governing Law; Jurisdiction. ​ This Agreement and its effect are subject to and shall be construed and enforced in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, with the law of the State of New York, without giving effect regard to its conflict conflicts of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state of New Yorklaws.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with, deemed made under and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, by the law substantive laws of the State of New York, without giving effect to excluding its conflict of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law)laws rules. The parties hereto agree to this Agreement irrevocably submit themselves to the non-exclusive jurisdiction of any the state and federal courts located within the state State of New YorkYork with respect to any cause of action arising under or relating to this Agreement or the Executive’s employment by the Company.

Governing Law; Jurisdiction. This Agreement shall will be governed by, and construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, the law laws of the State of New York, without giving effect . You hereby irrevocably submit to its conflict of law provisions (other than Sections 5-1401 and 5-1402 acknowledge and recognize the jurisdiction of the courts of the State of New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any or a federal courts located court within the state of New York, in each case sitting in the borough of Manhattan (which courts, together with all applicable appellate 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 subject matter hereof.

Governing Law; Jurisdiction. 9.3.1 This Agreement shall be construed and governed under and in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, with the law laws of the State of New York, without giving effect to its the principle of conflict of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state of New Yorklaws thereof.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, exclusively by the law laws of the State of New York, without giving effect to its irrespective of the conflict of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction rules of any jurisdiction. Any dispute arising under this Agreement shall be brought in the state and federal courts located within the state of New York County, New York.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, construed and enforced in accordance with the law Laws of the State of New York, York without giving effect regard to its the conflict of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state of New Yorklaws principles thereof.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, by the law laws of the State of New York, without giving effect regard to its conflict principles of law provisions (other than Sections 5-1401 and 5-1402 conflicts of the New York General Obligations Law)law. The parties hereto agree irrevocably (a) submit to the non-exclusive nonexclusive jurisdiction of any federal courts located within New York State court sitting in New York City or the state United States District Court for the Southern District of New York.York in any action or proceeding arising out of or relating to this

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, and construed in accordance with, the law laws of the State of New York, York without giving effect to its conflict of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law)laws principles. The parties hereto agree consent to the non-exclusive jurisdiction of any the state and federal courts located within the state of in New York County, New York, for any action, dispute, claim or proceeding arising out of this Agreement or the transactions contemplated hereby.

Governing Law; Jurisdiction. This Agreement and the rights and obligations of the parties hereunder shall be construed and enforced in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, the law laws of the State of New York, without giving effect regard to its principles of conflict of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law)laws. The parties hereto agree hereby consent to the non-exclusive jurisdiction of any the state and federal courts located within the state of New YorkYork for the resolution of any disputes regarding the terms and subject matter of this Agreement.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed under and in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, with the law of the State laws of New York, York without giving effect referenced to its conflict choice of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state of New Yorkthereof.

Governing Law; Jurisdiction. This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, the law internal laws of the State of New York, without giving effect regard to its conflict the laws of law provisions any other jurisdiction that might be applied because of the conflicts of laws principles of the State of New York (other than Sections 5-1401 and 5-1402 Section 5‑1401 of the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state of New York.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, and construed in accordance with, the law laws of the State of New York, without giving effect regard to its applicable principles of conflict of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The parties hereto agree to the non-exclusive jurisdiction of any federal courts located within the state of New Yorklaws.