Common use of Governing Law; Service of Process Clause in Contracts

Governing Law; Service of Process. This Agreement shall be governed by and construed in accordance with the internal substantive laws of the State of New York, without regard to its choice of law principles (other than Section 5-1401 of the New York General Obligations Law). Any legal action or proceeding with respect to this Agreement and any document delivered in connection herewith may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York, and, by execution and delivery of this Agreement, the parties hereby accept the jurisdiction of the aforesaid courts. The parties hereto each irrevocably waive any objection, including, without limitation, any objection to the laying of venue or based on the grounds of FORUM NON CONVENIENS, which they may now or hereafter have to the bringing of any such action or proceeding in such jurisdiction. Each of the Company and DDD agrees to submit to personal jurisdiction in the State of New York in any action or proceeding arising out of this Agreement and any documents delivered in connection herewith and, in furtherance of such agreement, each of the Company and DDD hereby agrees and consents that without limiting other methods of obtaining jurisdiction, personal jurisdiction over the Company or DDD in any such action or proceeding may be obtained within or without the jurisdiction of any court located in New York and that any process or notice of motion or other application to any such court in connection with any such action or proceeding may be served upon the Company or DDD by registered mail to or by personal service, unless otherwise designated in writing in accordance with the notice requirements set forth below.

Governing Law; Service of Process. This Agreement (a) All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal substantive laws of the State of New York, without regard to its choice the principles of conflicts of law principles (other than Section 5-1401 thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the New York General Obligations Law). Any legal action or proceeding with respect to transactions contemplated by this Agreement and any document delivered in connection herewith may other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be brought commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the State of New York or of state and federal courts sitting in the United States of America for the Southern District City of New York, and, by execution and delivery Borough of this Agreement, Manhattan for the parties hereby accept the jurisdiction of the aforesaid courts. The parties hereto each irrevocably waive any objection, including, without limitation, any objection to the laying of venue or based on the grounds of FORUM NON CONVENIENS, which they may now or hereafter have to the bringing adjudication of any such action dispute hereunder or proceeding in such jurisdiction. Each of the Company and DDD agrees to submit to personal jurisdiction in the State of New York in any action or proceeding arising out of this Agreement and any documents delivered in connection herewith and, in furtherance or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of such agreement, each any of the Company Transaction Documents), and DDD hereby irrevocably waives, and agrees and consents that without limiting other methods of obtaining jurisdiction, personal jurisdiction over the Company or DDD not to assert in any such action Action or proceeding may be obtained within or without Proceeding, any claim that it is not personally subject to the jurisdiction of any court located such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in New York and that any process or notice of motion or other application to any such court Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in connection with effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any such action way any right to serve process in any other manner permitted by law. If any party shall commence an Action or proceeding may be served upon Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.8, the prevailing party in such Action or DDD Proceeding shall be reimbursed by registered mail to or by personal service, unless otherwise designated in writing in accordance the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the notice requirements set forth belowinvestigation, preparation and prosecution of such Action or Proceeding.

Governing Law; Service of Process. This Agreement shall be governed by and construed in accordance with the internal substantive laws of the State of New YorkYork applicable to agreements made in such state, without regard to its choice excluding any conflicts of law principles (other than Section 5-1401 laws provisions thereof that would result in the application of the New York General Obligations Law)laws of any other jurisdiction. Any legal suit, action or proceeding with respect to arising out of or based upon this Agreement and any document delivered in connection herewith or the transactions contemplated hereby may be brought instituted in the United States District Court for the Southern District of the State of New York or the courts of the State of New York or in each case located in the Borough of Manhattan in the United States of America for the Southern District City of New YorkYork (the “Specified Courts”), andand each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court, as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by execution and delivery mail to such party’s address set forth above shall be effective service of this Agreementprocess for any suit, the parties hereby accept the jurisdiction of the aforesaid courtsaction or other proceeding brought in any such court. The parties hereto each irrevocably and unconditionally waive any objection, including, without limitation, any objection to the laying of venue of any suit, action or based on other proceeding in the grounds of FORUM NON CONVENIENSSpecified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company and the Selling Shareholder each irrevocably appoints Xxxxxx & Xxxxxx LLP, which they may now currently maintains a New York City office at Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its agent (the “Authorized Agent”) to receive service of process or hereafter have to the bringing other legal summons for purposes of any such suit, action or proceeding that may be instituted in any Specified Court. The Company and the Selling Shareholder represent and warrant that the Authorized Agent has agreed to act as such jurisdictionagent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Each Service of process upon the Authorized Agent, and, in the case of the Company, upon the Company’s registered office in Bermuda, and written notice of such service to the Company and DDD agrees to submit to personal jurisdiction in the State of New York in any action or proceeding arising out of this Agreement and any documents delivered in connection herewith andSelling Shareholder shall be deemed, in furtherance every respect, effective service of such agreement, each of process upon the Company and DDD hereby agrees and consents that without limiting other methods of obtaining jurisdiction, personal jurisdiction over the Company or DDD in any such action or proceeding may be obtained within or without the jurisdiction of any court located in New York and that any process or notice of motion or other application to any such court in connection with any such action or proceeding may be served upon the Company or DDD by registered mail to or by personal service, unless otherwise designated in writing in accordance with the notice requirements set forth belowSelling Shareholder.

Governing Law; Service of Process. (a) This Agreement and any Legal Proceedings (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the actions of Parent,[ the Beneficial Owner,] the Stockholder, Merger Sub, Merger Sub II or the Company in the negotiation, administration, performance and enforcement thereof, shall be governed by and construed in accordance with the internal substantive laws of the State of New YorkDelaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each of the parties hereto irrevocably agrees that any Legal Proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by another party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery in New Castle County and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its choice property, generally and unconditionally, to the personal jurisdiction of law principles (the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions in any court other than Section 5-1401 the aforesaid courts. Each of the New York General Obligations Law). Any legal parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and any document delivered in connection herewith may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York, and, by execution and delivery of this Agreement, the parties hereby accept (i) any claim that it is not personally subject to the jurisdiction of the aforesaid above named courts, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable Law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. The parties hereto each irrevocably waive further agree that any objectionfinal and nonappealable judgment against any of them in any action, including, without limitation, any objection to the laying of venue or based on the grounds of FORUM NON CONVENIENS, which they may now or hereafter have to the bringing of any such action suit or proceeding described in such jurisdiction. Each this Section 14(a) shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on judgment, a certified copy of which shall be conclusive evidence of the Company fact and DDD agrees to submit to personal jurisdiction in the State of New York in any action or proceeding arising out of this Agreement and any documents delivered in connection herewith and, in furtherance amount of such agreement, each of the Company and DDD hereby agrees and consents that without limiting other methods of obtaining jurisdiction, personal jurisdiction over the Company or DDD in any such action or proceeding may be obtained within or without the jurisdiction of any court located in New York and that any process or notice of motion or other application to any such court in connection with any such action or proceeding may be served upon the Company or DDD by registered mail to or by personal service, unless otherwise designated in writing in accordance with the notice requirements set forth belowjudgment.

Governing Law; Service of Process. This Agreement shall be governed by by, and construed in accordance with with, the internal substantive laws of the State of New York. Borrowers and Operating Lessee hereby irrevocably designate and appoint Corporation Service Company, without regard to its choice of law principles (other than Section 5-1401 1180 Avenue of the New York General Obligations Law). Any legal action Americas, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent to accept and acknowledge on Borrowers’ and Operating Lessee’s behalf service of any and all process that may be served in any suit, action, or proceeding with respect to this Agreement and any document delivered instituted in connection herewith may be brought with this Loan in the courts of any state or federal court sitting in the State of New York or of the United States of America for the Southern District of New York. If such agent shall cease so to act, and, by execution Borrowers and delivery of this Agreement, the parties hereby accept the jurisdiction of the aforesaid courts. The parties hereto each Operating Lessee shall irrevocably waive any objection, including, designate and appoint without limitation, any objection to the laying of venue or based on the grounds of FORUM NON CONVENIENS, which they may now or hereafter have to the bringing of any delay another such action or proceeding in such jurisdiction. Each of the Company and DDD agrees to submit to personal jurisdiction agent in the State of New York satisfactory to Administrative Agent and shall promptly deliver to Administrative Agent evidence in writing of such agent’s acceptance of such appointment and its agreement that such appointment shall be irrevocable. Each of each Borrower and Operating Lessee hereby consents to process being served in any action suit, action, or proceeding arising out of this Agreement and any documents delivered instituted in connection herewith andwith the Loan by (a) the mailing of a copy thereof by certified mail, in furtherance postage prepaid, return receipt requested, to such Borrower and Operating Lessee and (b) serving a copy thereof upon the agent hereinabove designated and appointed by such Borrower and Operating Lessee as its agent for service of process. Each of each Borrower and Operating Lessee irrevocably agrees that such agreement, each service shall be deemed to be service of the Company and DDD hereby agrees and consents that without limiting other methods of obtaining jurisdiction, personal jurisdiction over the Company or DDD process upon it in any such action suit, action, or proceeding may be obtained within proceeding. Nothing herein shall affect the right of Administrative Agent to serve process in any manner permitted by Law or without limit the jurisdiction right of Administrative Agent to bring proceedings against Borrowers and Operating Lessee in any other court located in New York and that any process or notice of motion or other application to any such court in connection with any such action or proceeding may be served upon the Company or DDD by registered mail to or by personal service, unless otherwise designated in writing in accordance with the notice requirements set forth belowjurisdiction.