Common use of Governing Law; Submission to Jurisdiction; Trial by Jury Clause in Contracts

Governing Law; Submission to Jurisdiction; Trial by Jury. 9.5.1 This Purchase Warrant shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflict of laws principles thereof that would defer to the substantive laws of another jurisdiction. By the execution and delivery of this Purchase Warrant , the Company hereby irrevocably designates and appoints Zysman, Aharoni, Gxxxx & Sxxxxxxx & Worcester LLP, 1000 Xxxxxxxx, Xxx Xxxx, XX 00000 as its authorized agent upon whom process may be served in any suit, proceeding or other action against it instituted by any Holder or by any person controlling a Holder as to which such Holder or any such controlling person is a party and based upon Purchase Warrant, or in any other action against the Company in the New York Supreme Court, County of New York and the United States District Court for the Southern District of New York, arising out of this Purchase Warrant. The Company expressly accepts jurisdiction of any such court in respect of any such suit, proceeding or other action and, without limiting other methods of obtaining jurisdiction, expressly submits to nonexclusive personal jurisdiction of any such court in respect of any such suit, proceeding or other action. Such designation and appointment shall be irrevocable, unless and until a successor authorized agent in the County and State of New York reasonably acceptable to the Holder shall have been appointed by the Company, such successor shall have accepted such appointment and written notice thereof shall have been given to the Holder. The Company further agrees that service of process upon its authorized agent or successor shall be deemed in every respect personal service of process upon the Company in any such suit, proceeding or other action. In the event that service of any process or notice of motion or other application to any such court in connection with any such motion in connection with any such action or proceeding cannot be made in the manner described above, such service may be made in the manner set forth in conformance with the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents on Civil and Commercial Matters or any successor convention or treaty. The Company hereby irrevocably waives any objection that it may have or hereafter have to the laying of venue of any such action or proceeding arising out of or based on this Purchase Warrant in any Federal or state court sitting in the County of New York and hereby further irrevocably waives any claim that any such action or proceeding in any such court has been brought in an inconvenient forum. The Company agrees that any final judgment after exhaustion of all appeals or the expiration of time to appeal in any such action or proceeding arising out of this Purchase Warrant rendered by any such Federal court or state court shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law. Nothing contained in this Purchase Warrant shall affect or limit the right of the Holder or any person controlling a Holder to serve any process or notice of motion or other application in any other manner permitted by law or limit or affect the right of the Holder or any person controlling a Holder to bring any action or proceeding against the Company or any of its properties in the courts of any other jurisdiction. The Company further agrees to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designations and appointments or such substitute designations and appointments in full force and effect. The Company hereby agrees with the Holder to the nonexclusive jurisdiction of the New York Supreme Court, County of New York or the United States District Court for the Southern District of New York in connection with any action or proceeding arising from this Purchase Warrant brought by the Company, the Holder or any person controlling a Holder. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and each of the Holder hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Purchase Warrant or the transactions contemplated hereby

Governing Law; Submission to Jurisdiction; Trial by Jury. 9.5.1 9.3.1 This Purchase Warrant Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflict of laws principles thereof that would defer to the substantive laws of another jurisdiction. By the execution and delivery of this Purchase Warrant Agreement, the Company hereby irrevocably designates and appoints ZysmanRiT Technologies, Aharoni, Gxxxx & Sxxxxxxx & Worcester LLP, 1000 Xxxxxxxx, Xxx Xxxx, XX 00000 Inc. as its authorized agent upon whom process may be served in any suit, proceeding or other action against it instituted by the Warrant Agent or any Holder registered holder of a Warrant or by any person controlling such a Holder registered holder as to which such Holder registered holder or any such controlling person is a party and based upon Purchase Warrantthis Warrant Agreement, or in any other action against the Company in the New York Supreme Court, County of New York and the United States District Court for the Southern District of New York, arising out of this Purchase WarrantWarrant Agreement. The Company expressly accepts jurisdiction of any such court in respect of any such suit, proceeding or other action and, without limiting other methods of obtaining jurisdiction, expressly submits to nonexclusive personal jurisdiction of any such court in respect of any such suit, proceeding or other action. Such designation and appointment shall be irrevocable, unless and until a successor authorized agent in the County and State of New York reasonably acceptable to the Holder Warrant Agent or registered holder of a Warrant, as applicable, shall have been appointed by the Company, such successor shall have accepted such appointment and written notice thereof shall have been given to the HolderWarrant Agent or such registered holder, as applicable. The Company further agrees that service of process upon its authorized agent or successor shall be deemed in every respect personal service of process upon the Company in any such suit, proceeding or other action. In the event that service of any process or notice of motion or other application to any such court in connection with any such motion in connection with any such action or proceeding cannot be made in the manner described above, such service may be made in the manner set forth in conformance with the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents on Civil and Commercial Matters or any successor convention or treaty. The Company hereby irrevocably waives any objection that it may have or hereafter have to the laying of venue of any such action or proceeding arising out of or based on this Purchase Warrant Agreement in any Federal or state court sitting in the County of New York and hereby further irrevocably waives any claim that any such action or proceeding in any such court has been brought in an inconvenient forum. The Company agrees that any final judgment after exhaustion of all appeals or the expiration of time to appeal in any such action or proceeding arising out of this Purchase Warrant Agreement rendered by any such Federal court or state court shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law. Nothing contained in this Purchase Warrant Agreement shall affect or limit the right of the Holder Warrant Agent, a registered holder of a Warrant or any person controlling such a Holder registered holder to serve any process or notice of motion or other application in any other manner permitted by law or limit or affect the right of the Holder Warrant Agent, such registered holder or any person controlling such a Holder registered holder to bring any action or proceeding against the Company or any of its properties in the courts of any other jurisdiction. The Company further agrees to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designations and appointments or such substitute designations and appointments in full force and effect. The Company hereby agrees with the Holder Warrant Agent and registered holder of a Warrant to the nonexclusive jurisdiction of the New York Supreme Court, County of New York or the United States District Court for the Southern District of New York in connection with any action or proceeding arising from this Purchase Warrant Agreement brought by the Company, the Holder Warrant Agent, a registered holder of a Warrant or any person controlling such a Holderregistered holder. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) ), the Warrant Agent and each of the Holder registered holder hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Purchase Warrant Agreement or the transactions contemplated hereby.

Governing Law; Submission to Jurisdiction; Trial by Jury. 9.5.1 This Purchase Warrant shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflict of laws principles thereof thereof. The Company hereby agrees that would defer any action, proceeding or claim against it arising out of, or relating in any way to the substantive laws of another jurisdiction. By the execution and delivery of this Purchase Warrant , the Company hereby irrevocably designates shall be brought and appoints Zysman, Aharoni, Gxxxx & Sxxxxxxx & Worcester LLP, 1000 Xxxxxxxx, Xxx Xxxx, XX 00000 as its authorized agent upon whom process may be served in any suit, proceeding or other action against it instituted by any Holder or by any person controlling a Holder as to which such Holder or any such controlling person is a party and based upon Purchase Warrant, or in any other action against the Company enforced in the New York Supreme Court, County of New York and York, or in the United States District Court for the Southern District of New York, arising out and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The choice of the law of the State of New York as the governing law of this Purchase Warrant. The Warrant is a valid choice of law under the laws of Canada and will be honored by courts in Canada; the Company expressly accepts has the power to submit, and has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York and the Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any final judgment for a fixed sum of money rendered by a New York court having jurisdiction under its own domestic laws in respect of any such suit, proceeding or other action and, without limiting other methods of obtaining jurisdiction, expressly submits to nonexclusive personal jurisdiction of any such court in respect of any such suit, proceeding or other action. Such designation and appointment shall be irrevocable, unless and until a successor authorized agent in the County and State of New York reasonably acceptable to the Holder shall have been appointed by the Company, such successor shall have accepted such appointment and written notice thereof shall have been given to the Holder. The Company further agrees that service of process upon its authorized agent or successor shall be deemed in every respect personal service of process upon the Company in any such suit, proceeding or other action. In the event that service of any process or notice of motion or other application to any such court in connection with any such motion in connection with any such action or proceeding cannot be made in the manner described above, such service may be made in the manner set forth in conformance with the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents on Civil and Commercial Matters or any successor convention or treaty. The Company hereby irrevocably waives any objection that it may have or hereafter have to the laying of venue of any such action or proceeding arising out of or based on this Purchase Warrant in any Federal or state court sitting in the County of New York and hereby further irrevocably waives any claim that any such action or proceeding in any such court has been brought in an inconvenient forum. The Company agrees that any final judgment after exhaustion of all appeals or the expiration of time to appeal in any such action or proceeding arising out of this Purchase Warrant rendered by any such Federal court or state court shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law. Nothing contained in this Purchase Warrant shall affect or limit the right of the Holder or any person controlling a Holder to serve any process or notice of motion or other application in any other manner permitted by law or limit or affect the right of the Holder or any person controlling a Holder to bring any action or proceeding against the Company based upon this Purchase Warrant would be recognized and enforced by courts in Canada and the Province of Ontario, without re-examining the merits of the case. Any process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any of its properties in the courts of any other jurisdictionaction, proceeding or claim. The Company further agrees to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designations and appointments or such substitute designations and appointments in full force and effect. The Company hereby agrees with the Holder agree that the prevailing party(ies) in any such action shall be entitled to recover from the nonexclusive jurisdiction other party(ies) all of the New York Supreme Court, County of New York its reasonable attorneys’ fees and expenses relating to such action or the United States District Court for the Southern District of New York proceeding and/or incurred in connection with any action or proceeding arising from this Purchase Warrant brought by the Company, the Holder or any person controlling a Holderpreparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders shareholders and affiliates) and each of the Holder hereby irrevocably waiveswaive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Purchase Warrant Agreement or the transactions contemplated hereby.

Governing Law; Submission to Jurisdiction; Trial by Jury. 9.5.1 This Purchase Warrant shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflict of laws principles thereof that would defer to the substantive laws of another jurisdiction. By the execution and delivery of this Purchase Warrant , the Company hereby irrevocably designates and appoints Zysman__________________, Aharoni, Gxxxx & Sxxxxxxx & Worcester LLP, 1000 Xxxxxxxx, Xxx Xxxx, XX 00000 _________________ as its authorized agent upon whom process may be served in any suit, proceeding or other action against it instituted by any Holder or by any person controlling a Holder as to which such Holder or any such controlling person is a party and based upon Purchase Warrant, or in any other action against the Company in the New York Supreme Court, County of New York and the United States District Court for the Southern District of New York, arising out of this Purchase Warrant. The Company expressly accepts jurisdiction of any such court in respect of any such suit, proceeding or other action and, without limiting other methods of obtaining jurisdiction, expressly submits to nonexclusive personal jurisdiction of any such court in respect of any such suit, proceeding or other action. Such designation and appointment shall be irrevocable, unless and until a successor authorized agent in the County and State of New York reasonably acceptable to the Holder shall have been appointed by the Company, such successor shall have accepted such appointment and written notice thereof shall have been given to the Holder. The Company further agrees that service of process upon its authorized agent or successor shall be deemed in every respect personal service of process upon the Company in any such suit, proceeding or other action. In the event that service of any process or notice of motion or other application to any such court in connection with any such motion in connection with any such action or proceeding cannot be made in the manner described above, such service may be made in the manner set forth in conformance with the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents on Civil and Commercial Matters or any successor convention or treaty. The Company hereby irrevocably waives any objection that it may have or hereafter have to the laying of venue of any such action or proceeding arising out of or based on this Purchase Warrant in any Federal or state court sitting in the County of New York and hereby further irrevocably waives any claim that any such action or proceeding in any such court has been brought in an inconvenient forum. The Company agrees that any final judgment after exhaustion of all appeals or the expiration of time to appeal in any such action or proceeding arising out of this Purchase Warrant rendered by any such Federal court or state court shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law. Nothing contained in this Purchase Warrant shall affect or limit the right of the Holder or any person controlling a Holder to serve any process or notice of motion or other application in any other manner permitted by law or limit or affect the right of the Holder or any person controlling a Holder to bring any action or proceeding against the Company or any of its properties in the courts of any other jurisdiction. The Company further agrees to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designations and appointments or such substitute designations and appointments in full force and effect. The Company hereby agrees with the Holder to the nonexclusive jurisdiction of the New York Supreme Court, County of New York or the United States District Court for the Southern District of New York in connection with any action or proceeding arising from this Purchase Warrant brought by the Company, the Holder or any person controlling a Holder. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and each of the Holder hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Purchase Warrant or the transactions contemplated hereby.

Governing Law; Submission to Jurisdiction; Trial by Jury. 9.5.1 This Purchase Warrant shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflict of laws principles thereof that would defer to the substantive laws of another jurisdiction. By the execution and delivery of this Purchase Warrant Warrant, the Company hereby irrevocably designates and appoints Zysman, Aharoni, Gxxxx & Sxxxxxxx & Worcester LLP, 1000 Xxxxxxxx, Xxx Xxxx, XX 00000 [•] as its authorized agent upon whom process may be served in any suit, proceeding or other action against it instituted by any Holder or by any person controlling a Holder as to which such Holder or any such controlling person is a party and based upon Purchase Warrant, or in any other action against the Company in the New York Supreme Court, County of New York and the United States District Court for the Southern District of New York, arising out of this Purchase Warrant. The Company expressly accepts jurisdiction of any such court in respect of any such suit, proceeding or other action and, without limiting other methods of obtaining jurisdiction, expressly submits to nonexclusive personal jurisdiction of any such court in respect of any such suit, proceeding or other action. Such designation and appointment shall be irrevocable, unless and until a successor authorized agent in the County and State of New York reasonably acceptable to the Holder shall have been appointed by the Company, such successor shall have accepted such appointment and written notice thereof shall have been given to the Holder. The Company further agrees that service of process upon its authorized agent or successor shall be deemed in every respect personal service of process upon the Company in any such suit, proceeding or other action. In the event that service of any process or notice of motion or other application to any such court in connection with any such motion in connection with any such action or proceeding cannot be made in the manner described above, such service may be made in the manner set forth in conformance with the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents on Civil and Commercial Matters or any successor convention or treaty. The Company hereby irrevocably waives any objection that it may have or hereafter have to the laying of venue of any such action or proceeding arising out of or based on this Purchase Warrant in any Federal or state court sitting in the County of New York and hereby further irrevocably waives any claim that any such action or proceeding in any such court has been brought in an inconvenient forum. The Company agrees that any final judgment after exhaustion of all appeals or the expiration of time to appeal in any such action or proceeding arising out of this Purchase Warrant rendered by any such Federal court or state court shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law. Nothing contained in this Purchase Warrant shall affect or limit the right of the Holder or any person controlling a Holder to serve any process or notice of motion or other application in any other manner permitted by law or limit or affect the right of the Holder or any person controlling a Holder to bring any action or proceeding against the Company or any of its properties in the courts of any other jurisdiction. The Company further agrees to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designations and appointments or such substitute designations and appointments in full force and effect. The Company hereby agrees with the Holder to the nonexclusive jurisdiction of the New York Supreme Court, County of New York or the United States District Court for the Southern District of New York in connection with any action or proceeding arising from this Purchase Warrant brought by the Company, the Holder or any person controlling a Holder. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and each of the Holder hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Purchase Warrant or the transactions contemplated hereby.

Governing Law; Submission to Jurisdiction; Trial by Jury. 9.5.1 This Purchase Warrant Agreement is made pursuant to, and shall be governed by and construed and enforced in accordance with with, the laws of the State of New YorkYork (and United States federal law, to the extent applicable), irrespective of the principal place of business, residence or domicile of the parties hereto, and without giving effect to conflict otherwise applicable principles of laws principles thereof that would defer conflicts of law. Nothing contained herein shall prevent or delay any party hereto from seeking, in any court of competent jurisdiction, specific performance or other equitable remedies in the event of any breach or intended breach by any other party hereto of any of its obligations hereunder. Each of the parties hereto hereby irrevocably submit to the substantive laws jurisdiction of another jurisdiction. By the execution and delivery courts of this Purchase Warrant , the Company hereby irrevocably designates and appoints Zysman, Aharoni, Gxxxx & Sxxxxxxx & Worcester LLP, 1000 Xxxxxxxx, Xxx Xxxx, XX 00000 as its authorized agent upon whom process may be served in any suit, proceeding or other action against it instituted by any Holder or by any person controlling a Holder as to which such Holder or any such controlling person is a party and based upon Purchase Warrant, or in any other action against the Company in the New York Supreme Court, County State of New York and the federal courts of the United States District Court for the Southern District of New York, arising out of this Purchase Warrant. The Company expressly accepts jurisdiction of any such court America located in respect of any such suit, proceeding or other action and, without limiting other methods of obtaining jurisdiction, expressly submits to nonexclusive personal jurisdiction of any such court in respect of any such suit, proceeding or other action. Such designation and appointment shall be irrevocable, unless and until a successor authorized agent in the County and State of New York reasonably acceptable to the Holder shall have been appointed by the Company, such successor shall have accepted such appointment and written notice thereof shall have been given to the Holder. The Company further agrees that service of process upon its authorized agent or successor shall be deemed in every respect personal service of process upon the Company in any such suit, proceeding or other action. In the event that service of any process or notice of motion or other application to any such court in connection with any such motion in connection with any such action or proceeding cannot be made in the manner described above, such service may be made in the manner set forth in conformance with the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents on Civil and Commercial Matters or any successor convention or treaty. The Company hereby irrevocably waives any objection that it may have or hereafter have to the laying of venue of any such action or proceeding arising out of or based on this Purchase Warrant in any Federal or state court sitting in the County of New York and hereby further irrevocably waives any claim that any such action or proceeding in any such court has been brought in an inconvenient forum. The Company agrees that any final judgment after exhaustion of all appeals or the expiration of time to appeal in any such action or proceeding arising out of this Purchase Warrant rendered by any such Federal court or state court shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law. Nothing contained in this Purchase Warrant shall affect or limit the right of the Holder or any person controlling a Holder to serve any process or notice of motion or other application in any other manner permitted by law or limit or affect the right of the Holder or any person controlling a Holder to bring any action or proceeding against the Company or any of its properties in the courts of any other jurisdiction. The Company further agrees to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designations and appointments or such substitute designations and appointments in full force and effect. The Company hereby agrees with the Holder to the nonexclusive jurisdiction of the New York Supreme Court, County of New York or the United States District Court for the Southern District of New York solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby and thereby. Each of the parties hereto irrevocably agrees that all claims in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby and thereby, or with respect to any such action or proceeding, shall be heard and determined in such a New York State or federal court, and that such jurisdiction of such courts with respect thereto shall be exclusive, except solely to the extent that all such courts shall lawfully decline to exercise such jurisdiction. Each of the parties hereto hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each of the parties hereto hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that such action, suit or proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts. The parties hereto hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding arising from this Purchase Warrant brought by in the Company, the Holder manner provided in Section 5.8 or any person controlling a Holder. The Company (on its behalf and, to the extent in such other manner as may be permitted by applicable law, on behalf of its stockholders shall be valid and affiliates) and each of the Holder hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Purchase Warrant or the transactions contemplated herebysufficient service thereof. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.