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

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement will be governed by, and construed in accordance with, the Laws of the State of Delaware, without regard to laws that may be applicable under conflicts of laws principles (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, and any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, in any way relating to this Agreement or any of the transactions contemplated by this Agreement shall also be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to any choice of Law or conflict of Laws 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. Notwithstanding the foregoing, each party hereto agrees, except as specifically set forth in the Debt Commitment Letters, that any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any of the Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including but not limited to any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof, shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of Law or conflict of Laws provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of New York.

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement will and all claims and causes of action based upon, arising out of or in connection herewith shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without regard to laws Laws that may be applicable under conflicts of laws principles (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; provided, however, each of the parties hereto (on behalf of itself and its Affiliates) agrees that any action, cause of action, claim, cross-claim controversy or third-party claim dispute of any kind or descriptionnature (whether based upon contract, whether in law or in equity, whether in contract or in tort or otherwise, ) to which a Parent Financing Source is a party and that is in any way relating related to the Commitment Letter, this Agreement or any of the transactions contemplated by this Agreement shall also be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to any choice of Law thereby or conflict of Laws 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. Notwithstanding the foregoing, each party hereto agrees, except as specifically set forth in the Debt Commitment Letters, that any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any of the Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreementhereby, including but not limited to any dispute arising out of or relating in any way to the Debt Commitment Letter Financing, or the performance thereofDebt Financing Commitment, shall be governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to principles or rules or conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction, provided, however, that, notwithstanding the foregoing, it is understood and agreed that any matter to which a Parent Financing Source is a party that is related to a Company Material Adverse Effect, the interpretation of representations and warranties under this Agreement, or the consummation of the Acquiror Transactions in accordance with the terms of this Agreement, in each case, shall be governed by, and construed in accordance with, the laws of the State of New YorkDelaware, without giving effect to any choice of Law or conflict of Laws provision or rule (whether regardless of the State laws that might otherwise govern under applicable principles of New York or any other jurisdiction) that would cause the application conflicts of the Laws of any jurisdiction other than the State of New Yorklaws thereof.

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement will and all claims and causes of action based upon, arising out of or in connection herewith shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without regard to laws Laws that may be applicable under conflicts of laws principles (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 DelawareDelaware (provided, however, that the Merger, the fiduciary duties of the Board of Directors of the Company and the internal corporate affairs of the Company shall in each case be governed by North Dakota law); provided, however, each of the parties hereto (on behalf of itself and its Affiliates) agrees that any action, cause of action, claim, cross-claim controversy or third-party claim dispute of any kind or descriptionnature (whether based upon contract, whether in law or in equity, whether in contract or in tort or otherwise, ) to which a Parent Financing Source is a party and that is in any way relating related to any Debt Commitment Letter, this Agreement or any of the transactions contemplated by this Agreement shall also be governed by, and construed in accordance withAgreement, the Laws of Transactions or the State of Delaware, without giving effect to any choice of Law or conflict of Laws 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. Notwithstanding the foregoing, each party hereto agrees, except as specifically set forth in the Debt Commitment Letters, that any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any of the Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this AgreementFinancing, including but not limited to any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereofFinancing, shall be governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to any choice of Law principles or rules or conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction, provided, however, that, notwithstanding the foregoing, it is understood and agreed that any matter to which a Parent Financing Source is a party that is related to a Company Material Adverse Effect, the interpretation of representations and warranties under this Agreement, or the consummation of the Transactions in accordance with the terms of this Agreement, in each case, shall be governed by, and construed in accordance with, the Laws provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application Delaware, regardless of the Laws laws that might otherwise govern under applicable principles of any jurisdiction other than the State conflicts of New Yorklaws thereof.