Common use of Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Jury Trial Clause in Contracts

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Jury Trial. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH 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 MANDITORILY APPLICABLE BY STATUTE AND WOULD PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. Each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement and the Ancillary Documents (including any action or proceeding involving any Financing Sources), exclusively in courts of the State of New York located in the Borough of Manhattan or Federal courts of the United States of America located in the Southern District of New York (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions contained in or contemplated by this Agreement and the Ancillary Documents (a) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (b) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (c) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto, (d) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.1 of this Agreement and (e) agrees not to bring or permit any of their controlled Affiliates to bring any such action or proceeding in any court other than the Chosen Courts. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING ANY LEGAL PROCEEDING INVOLVING ANY FINANCING SOURCES). The provisions of this Section 10.11 shall inure to the benefit of, and be enforceable by, each Financing Source, each of which is hereby intended to be an express third-party beneficiary of this Section 10.11.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Jury Trial. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH 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 MANDITORILY APPLICABLE BY STATUTE AND WOULD PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTIONYORK. Each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement and the Ancillary Documents (including any action or proceeding involving any Financing Sources), exclusively in courts of the State of New York located in the Borough of Manhattan or Federal courts of the United States of America located in the Southern District of New York (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions contained in or contemplated by this Agreement and the Ancillary Documents (a) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (b) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (c) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto, hereto and (d) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.1 of this Agreement Agreement. Seller and (e) agrees not to bring or permit any Buyer each irrevocably designate CT Corporation as their agent and attorney-in-fact for the acceptance of their controlled Affiliates to bring service of process and making an appearance on its behalf in any such action claim or proceeding and for the taking of all such acts as may be necessary or appropriate in any court other than order to confer jurisdiction over it before the Chosen CourtsCourts and Seller and Buyer each stipulate that such consent and appointment is irrevocable and coupled with an interest. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING ANY LEGAL PROCEEDING INVOLVING ANY FINANCING SOURCES). The provisions of this Section 10.11 shall inure to the benefit of, and be enforceable by, each Financing Source, each of which is hereby intended to be an express third-party beneficiary of this Section 10.11.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT REGARD TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWSLAWS PROVISIONS, EXCEPT FOR SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND EXCEPT THAT THE VBCA SHALL APPLY TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDITORILY APPLICABLE BY STATUTE AND WOULD PERMIT OR REQUIRE REQUIRED IN CONNECTION WITH THE APPLICATION SPECIAL MEETING, IF ANY, THE AUTHORIZATION OF THE LAWS OF ANOTHER JURISDICTIONAGREEMENT BY THE BOARD, AND THE MERGER. Each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement and the Ancillary Documents (including any action or proceeding involving any Financing Sources)Agreement, exclusively in courts of the State of New York located in the Borough of Manhattan or Federal courts of the United States of America located in District Court for the Southern District of New York or any New York State court sitting in New York City (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions contained in or contemplated by that are the subject of this Agreement and the Ancillary Documents (ai) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (bii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (ciii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto, hereto and (div) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.1 8.4 of this Agreement Agreement. Each party hereto irrevocably designates C.T. Corporation as its agent and (e) agrees not to bring or permit any attorney-in-fact for the acceptance of their controlled Affiliates to bring service of process and making an appearance on its behalf in any such action claim or proceeding and for the taking of all such acts as may be necessary or appropriate in any court other than order to confer jurisdiction over it before the Chosen Courts. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING ANY LEGAL PROCEEDING INVOLVING ANY FINANCING SOURCES). The provisions of this Section 10.11 shall inure to the benefit of, Courts and be enforceable by, each Financing Source, each of which party hereto stipulates that such consent and appointment is hereby intended to be irrevocable and coupled with an express third-party beneficiary of this Section 10.11interest.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Jury Trial. THIS AGREEMENT MLA AND EACH SLA SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK ALASKA AS TO ALL MATTERS, INCLUDING MATTERS OF VALIDITY, CONSTRUCTION, EFFECT, PERFORMANCE AND REMEDIES (WITHOUT GIVING EFFECT REGARD TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS, TO THE EXTENT SUCH LAWS PRINCIPLES OR RULES ARE NOT MANDITORILY APPLICABLE BY STATUTE AND THAT WOULD PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION). Each party hereto Party agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement MLA and any SLA or the transactions contained in or contemplated by this Agreement and the Ancillary Documents (including MLA or any action or proceeding involving any Financing Sources), SLA exclusively in courts of the State of New York located in the Borough of Manhattan or Federal courts of the United States District Court for the District of America located Alaska or any Alaska state court sitting in the Southern District city of New York Anchorage and appellate courts having jurisdiction of appeals from any of the foregoing (the “Chosen Courts”), and and, solely in connection with claims arising under this Agreement MLA and any SLA or the transactions contained in or contemplated by that are the subject of this Agreement MLA and the Ancillary Documents any SLA, (ai) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (bii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (ciii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto, Party and (div) agrees that service of process upon such party Party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.1 of this Agreement and (e) agrees not to bring or permit any of their controlled Affiliates to bring any such action or proceeding in any court other than the Chosen Courts33. EACH OF THE PARTIES HERETO HEREBY PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT MLA AND EACH SLA OR THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING ANY LEGAL PROCEEDING INVOLVING ANY FINANCING SOURCES)OR THEREBY. The provisions Notwithstanding the foregoing, the enforcement of this Section 10.11 MLA and any SLA with respect to a particular Site as to matters relating to real property and matters mandatorily governed by local law, shall inure to be governed by and construed in accordance with the benefit of, and be enforceable by, each Financing Source, each laws of the state in which the applicable Site is hereby intended to be an express third-party beneficiary of this Section 10.11located.