Applicable Law; Exclusive Forum Clause Samples

Applicable Law; Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. Subject to applicable law, the Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any Warrant holder, such Warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such Warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

Applicable Law; Exclusive Forum. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to its conflicts of laws provisions. The exclusive jurisdiction and venue of any action with respect to this Agreement and all transactions related to its execution, performance and interpretation shall be the Superior Court of California for Los Angeles County or the U.S. District Court for the Central District of California and each party hereto submits itself to the exclusive jurisdiction and venue of such courts for the purpose of any such action. The prevailing party in any such legal action shall be entitled to reasonable costs and attorneys' fees, including upon any appeal thereof.

Applicable Law; Exclusive Forum. This Agreement shall be construed in accordance with the laws of the State of California, without respect to its conflict of laws provisions. The Parties agree that the federal and state courts of the State of California shall be the exclusive forum for the resolution of disputes arising under this Agreement or in connection with the transactions contemplated hereby, consent to such jurisdiction, waive any objection tovenue or forum therein and agree not to bring any actions in any other jurisdiction (other than to enforce final judgments of such courts).