Common use of Valid Choice of Law Clause in Contracts

Valid Choice of Law. The choice of laws of the State of New York as the governing law of the Transaction Documents is a valid choice of law under the laws of the Federal Republic of Germany and will be honored by the courts of the Federal Republic of Germany, subject to the restrictions described under the caption “Service of Process and Enforcement of Liabilities” in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Company has the power to submit, and pursuant to Section 18(c) of this Agreement and Section 7.6 of the Deposit Agreement, 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 has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Valid Choice of Law. The choice of laws of the State of New York as the governing law of the Transaction Documents this Agreement is a valid choice of law under the laws of the Federal Republic of Germany England and Wales and will be honored by the courts of the Federal Republic of GermanyEngland and Wales, subject to the restrictions described under the caption “Service of Process and Enforcement of LiabilitiesCivil Liabilities under U.S. Federal Securities Law and Other Matters” in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Company Each of the RP Entities has the power to submit, and pursuant to Section 18(c20(c) of this Agreement and Section 7.6 of the Deposit Agreement, 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 has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Valid Choice of Law. The choice of laws of the State of New York as the governing law of the Transaction Documents Documents, the Leak-Out Agreements and the Representative’s Warrants is a valid choice of law under the laws of the Federal Republic of Germany Japan and will be honored by the courts of the Federal Republic of GermanyJapan, subject to the restrictions described under the caption “Service Enforceability of Process and Enforcement of Civil Liabilities” in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Company has the power to submit, and pursuant to Section 18(c16(c) of this Agreement and Section 7.6 of the Deposit Agreement, 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 has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Valid Choice of Law. The choice of laws of the State of New York as the governing law of the Transaction Documents this Agreement is a valid choice of law under the laws of the Federal Republic of Germany England and Wales and will be honored by the courts of the Federal Republic of GermanyEngland and Wales, subject to the restrictions described under the caption “Service of Process and Enforcement of LiabilitiesCivil Liabilities under U.S. Federal Securities Law and Other Matters” in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Company Such Selling Shareholder has the power to submit, and pursuant to Section 18(c20(c) of this Agreement and Section 7.6 of the Deposit Agreement, 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 has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Valid Choice of Law. The choice of laws of the State of New York as the governing law of the Transaction Documents this Agreement is a valid choice of law under the laws of the Federal Republic of Germany Switzerland and will be honored by the courts of Switzerland to all issues for which the Federal Republic proper or governing law of Germanya contract is applicable under the conflict of laws rules of Switzerland, subject to the restrictions described under the caption “Service of Process and Enforcement of LiabilitiesJudgments” in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Company has the power to submit, and pursuant to Section 18(c19(c) of this Agreement and Section 7.6 of the Deposit Agreement, 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 has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Valid Choice of Law. The choice of laws of the State of New York as the governing law of the Transaction Documents is a valid choice of law under the laws of the Federal Republic of Germany and will be honored by the courts of the Federal Republic of Germany, subject to the restrictions described under the caption “Service of Process and Enforcement of Liabilities” in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Company has the power to submit, and pursuant to Section 18(c20(c) of this Agreement and Section 7.6 of the Deposit Agreement, 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 has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Valid Choice of Law. The choice of laws of the State of New York as the governing law of the Transaction Documents this Agreement is a valid choice of law under the laws of the Federal Republic of Germany England and Wales and will be honored by the courts of the Federal Republic of GermanyEngland and Wales, subject to the restrictions described under the caption “Service of Process and Enforcement of LiabilitiesCivil Liabilities under U.S. Federal Securities Law and Other Matters” in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus. The Each of the Company and the Guarantor has the power to submit, and pursuant to Section 18(c18(d) of this Agreement and Section 7.6 of the Deposit Agreement, 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 has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

Valid Choice of Law. The choice of laws of the State of New York as the governing law of the Transaction Documents is a valid choice of law under the laws of the Federal Republic of Germany and will be honored by the courts of the Federal Republic of Germany, subject to the restrictions described under the caption “Service of Process and Enforcement of Liabilities” in the Registration Statement, the Pricing Disclosure Package Offering Materials and the Prospectus. The Company has the power to submit, and pursuant to Section 18(c19(c) of this Agreement and Section 7.6 of the Deposit Agreement, 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 has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.