Applicable Law Clause Example with 8 Variations from Business Contracts

Applicable Law. This Agreement shall be governed by, by and construed in accordance with, with the internal laws of the State of New York. The Company 31 (a) Each party irrevocably agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States or the courts of the State of New York, in each case located in the Borough of Manhattan in the City of New York (collectively, the "Specifie...d Courts"), and each Underwriter hereby irrevocably submits to the non-exclusive jurisdiction of the Federal and state such courts in the Borough of Manhattan in any such suit, action or proceeding. The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company and each Underwriter parties hereby irrevocably and unconditionally waives waive, to the fullest extent permitted by law, any objection to the laying of venue of any suit lawsuit, action or other proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal the Specified Courts, and state courts in the Borough of Manhattan in The City of New York and hereby further irrevocably and unconditionally waives waive and agrees agree not to plead or claim in any such court that any such suit lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company irrevocably appoints Puglisi & Associates, 850 Library Avenue, Suite 204, Newark, Delaware 19711 , Corporation Service Company (the "Authorized Agent"), as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees that to receive service of process upon or other legal summons for purposes of any such agent, action or proceeding that may be instituted in any state or federal court in the City and written notice State of said service New York. The Company represents and warrants that the Authorized Agent has agreed to the Company by the person serving the same to the address provided in Section 12, shall be deemed in every respect effective act as agent for service of process upon the Company in any such suit or proceeding. The Company further and agrees to take any and all action as that may be necessary to maintain continue such designation and appointment of such agent in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company, as applicable. The foregoing consent to jurisdiction and appointment of the Authorized Agent by the Company shall not: (a) constitute submission to jurisdiction in the State of New York or consent to service of process for any purpose except with respect to any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby, (b) constitute appointment of the Authorized Agent as agent to receive service of process or other legal summons for any purpose except with respect to any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby that may be instituted in any state or federal court in the City and State of New York or (c) be deemed to confer rights on any person other than the parties hereto and their respective successors and the officers and directors and any controlling persons referred to in Section 8 hereof. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a period sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent permitted by law, that the rate of seven years from exchange used shall be the date rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in The City of this Agreement. New York on the business day preceding that on which final judgment is given. The obligation of the Company pursuant with respect to this Agreement in respect of any sum due from it to any Underwriter or any person controlling any Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first Business Day, business day following receipt by such Underwriter or controlling person of any sum adjudged to be so due in such other currency, on which (and and only to the extent that) that such Underwriter or controlling person may in accordance with normal banking procedures purchase United States dollars with such other currency; if currency. If the United States dollars so purchased are less than the sum originally due to such Underwriter or controlling person hereunder, the Company agrees, agrees as a separate 32 obligation and notwithstanding any such judgment, to indemnify such Underwriters Underwriter or controlling person against such loss. If the United States dollars so purchased are greater than the sum originally due to such Underwriter or controlling person hereunder, such Underwriter or controlling person agrees to pay to the Company an amount equal to the excess of the dollars so purchased over the sum originally due to such Underwriter or controlling person hereunder. View More

Applicable Law. This Agreement shall be governed by, by and construed in accordance with, with the internal laws of the State of New York. The Company (a) Each party irrevocably agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States or the courts of the State of New York, in each case located in the Borough of Manhattan in the City of New York (collectively, the "Specified C...ourts"), and each Underwriter hereby irrevocably submits to the non-exclusive jurisdiction of the Federal and state such courts in the Borough of Manhattan in any such suit, action or proceeding. The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company and each Underwriter parties hereby irrevocably and unconditionally waives waive, to the fullest extent permitted by law, any objection to the laying of venue of any suit lawsuit, action or other proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal the Specified Courts, and state courts in the Borough of Manhattan in The City of New York and hereby further irrevocably and unconditionally waives waive and agrees agree not to plead or claim in any such court that any such suit lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company irrevocably appoints Puglisi & Associates, 850 Library Avenue, Suite 204, Newark, Delaware 19711 , Corporation Service Company (the "Authorized Agent"), as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees that to receive service of process upon or other legal summons for purposes of any such agent, action or proceeding that may be instituted in any state or federal court in the City and written notice State of said service New York. The Company represents and warrants that the Authorized Agent has agreed to the Company by the person serving the same to the address provided in Section 12, shall be deemed in every respect effective act as agent for service of process upon the Company in any such suit or proceeding. The Company further and agrees to take any and all action as that may be necessary to maintain continue such designation and appointment of such agent in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company, as applicable. The foregoing consent to jurisdiction and appointment of the Authorized Agent by the Company shall not: (a) constitute submission to jurisdiction in the State of New York or consent to service of process for any purpose except with respect to any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby, (b) constitute appointment of the Authorized Agent as agent to receive service of process or other legal summons for any purpose except with respect to any legal suit, action or proceeding arising out of or based upon this Agreement or the 30 transactions contemplated hereby that may be instituted in any state or federal court in the City and State of New York or (c) be deemed to confer rights on any person other than the parties hereto and their respective successors and the officers and directors and any controlling persons referred to in Section 8 hereof. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a period sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent permitted by law, that the rate of seven years from exchange used shall be the date rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in The City of this Agreement. New York on the business day preceding that on which final judgment is given. The obligation of the Company pursuant with respect to this Agreement in respect of any sum due from it to any Underwriter or any person controlling any Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first Business Day, business day following receipt by such Underwriter or controlling person of any sum adjudged to be so due in such other currency, on which (and and only to the extent that) that such Underwriter or controlling person may in accordance with normal banking procedures purchase United States dollars with such other currency; if currency. If the United States dollars so purchased are less than the sum originally due to such Underwriter or controlling person hereunder, the Company agrees, agrees as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriters Underwriter or controlling person against such loss. If the United States dollars so purchased are greater than the sum originally due to such Underwriter or controlling person hereunder, such Underwriter or controlling person agrees to pay to the Company an amount equal to the excess of the dollars so purchased over the sum originally due to such Underwriter or controlling person hereunder. View More

Applicable Law. This Agreement shall be governed by, by and construed in accordance with, with the internal laws of the State of New York. The Company and each Underwriter hereby submits to the non-exclusive jurisdiction of the Federal United States federal and state courts in the Borough of Manhattan in The City of New York (a "New York Court") in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company and each Underwriter irrevocably and uncondi...tionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of a New York Court and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company irrevocably appoints Puglisi & Associates, 850 Library Avenue, Suite 204, Newark, Delaware 19711 , has appointed the Trust Company of the Marshall Islands, Inc., Trust Company Complex, Ajeltake Island, Ajeltake Road, Majuro, Marshall Islands MH96960 as its authorized agent in the Borough of Manhattan in The City of New York (the "Authorized Agent") upon which whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any New York Court, by any Underwriter, the directors, officers, employees and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the non-exclusive jurisdiction of any such suit court in respect of any such suit, action or proceeding, proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and each of them agrees to take any and all action, including the filing of any and all documents that service may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon such agent, and written notice of said service to the Company by the person serving the same to the address provided in Section 12, Authorized Agent shall be deemed deemed, in every respect respect, effective service of process upon the Company Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees and agents of any Underwriter, or by any person who controls any Underwriter, in any such suit or proceeding. court of competent jurisdiction in the Republic of The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. Marshall Islands. 24 The obligation of the Company pursuant to this Agreement in respect of any sum due to any Underwriter or any person controlling any Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first Business Day, business day, following receipt by such Underwriter or controlling person of any sum adjudged to be so due in such other currency, on which (and only to the extent that) such Underwriter or controlling person may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to such Underwriter or controlling person hereunder, the Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriters Underwriter or controlling person against such loss. If the United States dollars so purchased are greater than the sum originally due to such Underwriter or controlling person hereunder, such Underwriter or controlling person agrees to pay to the Company an amount equal to the excess of the dollars so purchased over the sum originally due to such Underwriter or controlling person hereunder. View More

Applicable Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. The Company and each Underwriter hereby submits to the non-exclusive exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company and each Unde...rwriter irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company irrevocably appoints Puglisi Selling Securityholders each appoint Kohlberg Kravis Roberts & Associates, 850 Library Avenue, Suite 204, Newark, Delaware 19711 , Co. L.P., as its their authorized agent in the Borough of Manhattan in The City of New York (current address, 30 Hudson Yards, Attention: General Counsel, New York, NY 10001) upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Company Selling Securityholders by the person serving the same to the address provided in Section 12, 13, shall be deemed in every respect effective service of process upon the Company Selling Securityholders in any such suit or proceeding. The Company Selling Securityholders further agrees agree to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. hereof. 32 The obligation of the Company pursuant to this Agreement or the Selling Securityholders in respect of any sum due to any Underwriter pursuant to this Agreement shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first Business Day, business day, following receipt by such Underwriter of any sum adjudged to be so due in such other currency, on which (and only to the extent that) such Underwriter may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to such Underwriter hereunder, thereunder, the Company agrees, and the Selling Securityholders agree, as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriters Underwriter against such loss. If the United States dollars so purchased are greater than the sum originally due to such Underwriter hereunder, thereunder, such Underwriter agrees to pay to the Company or the Selling Securityholders an amount equal to the excess of the dollars so purchased over the sum originally due to such Underwriter hereunder. thereunder. View More

Applicable Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. The Company and each Underwriter hereby submits to the non-exclusive exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company and each Unde...rwriter irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company irrevocably Selling Securityholder appoints Puglisi & Associates, 850 Library Avenue, Suite 204, Newark, Delaware 19711 , C T Corporation System, as its authorized agent in the Borough of Manhattan in The City of New York (current address, 111 8th Avenue, 13th Floor, New York, NY 10011) upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Company Selling Securityholder by the person serving the same to the address provided in Section 12, 13, shall be deemed in every respect effective service of process upon the Company Selling Securityholder in any such suit or proceeding. The Company Selling Securityholder further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. hereof. The obligation of the Company pursuant to this Agreement or the Selling Securityholder in respect of any sum due to any Underwriter pursuant to this Agreement shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first Business Day, business day, following receipt by such Underwriter of any sum adjudged to be so due in such other currency, on which (and only to the extent that) such Underwriter may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to such Underwriter hereunder, thereunder, the Company agrees, and the Selling Securityholder agree, as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriters Underwriter against such loss. If the United States dollars so purchased are greater than the sum originally due to such Underwriter hereunder, thereunder, such Underwriter agrees to pay to the Company or the Selling Securityholder an amount equal to the excess of the dollars so purchased over the sum originally due to such Underwriter hereunder. thereunder. 22 20. Waiver of Jury Trial. Each of the parties hereto hereby waives any right to trial by jury in any suit or proceeding arising out of or relating to this Agreement. View More

Applicable Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. The Company and each Underwriter hereby submits to the non-exclusive exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company and each Unde...rwriter irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company irrevocably Selling Securityholder appoints Puglisi & Associates, 850 Library Avenue, Suite 204, Newark, Delaware 19711 , C T Corporation System, as its authorized agent in the Borough of Manhattan in The City of New York (current address, 111 8th Avenue, 13th Floor, New York, NY 10011) upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Company Selling Securityholder by the person serving the same to the address provided in Section 12, 13, shall be deemed in every respect effective service of process upon the Company Selling Securityholder in any such suit or proceeding. The Company Selling Securityholder further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. hereof. The obligation of the Company pursuant to this Agreement or the Selling Securityholder in respect of any sum due to any Underwriter pursuant to this Agreement shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first Business Day, business day, following receipt by such Underwriter of any sum adjudged to be so due in such other currency, on which (and only to the extent that) such Underwriter may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to such Underwriter hereunder, thereunder, the Company agrees, and the Selling Securityholder agree, as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriters Underwriter against such loss. If the United States dollars so purchased are greater than the sum originally due to such Underwriter hereunder, thereunder, such Underwriter agrees to pay to the Company or the Selling Securityholder an amount equal to the excess of the dollars so purchased over the sum originally due to such Underwriter hereunder. thereunder. View More

Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. The Each of the Company and each the Underwriter hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Each of the Company and each the Underwriter irrevocably and unconditionally waives any objectio...n to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company irrevocably appoints Puglisi & Associates, 850 Library Avenue, Suite 204, Newark, Delaware 19711 , [ ̃ ], as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Company by the person serving the same to the address provided in Section 12, 11, shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. The obligation of the Company pursuant to this Agreement in respect of any sum due to any the Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first Business Day, following receipt by such the Underwriter of any sum adjudged to be so due in such other currency, on which (and only to the extent that) such the Underwriter may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to such the Underwriter hereunder, the Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriters the Underwriter against such loss. If the United States dollars so purchased are greater than the sum originally due to such the Underwriter hereunder, such the Underwriter agrees to pay to the Company an amount equal to the excess of the dollars so purchased over the sum originally due to such the Underwriter hereunder. 25 18. Waiver of Jury Trial. The Company 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 Agreement or the transactions contemplated hereby. View More

Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. The Company and each Underwriter hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company and each Underwriter irrevocably and unconditionally waives any objection to the laying of venue of any ...suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company irrevocably appoints Puglisi & Associates, 850 Library Avenue, Suite 204, Newark, Delaware 19711 , as its authorized agent in the Borough Service of Manhattan in The City of New York upon which process may be served in any such suit process, summons, notice or proceeding, and agrees that service of process upon such agent, and written notice of said service document by mail to the Company by the person serving the same to the Company's address provided set forth above in Section 12, 12 shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. The obligation of the Company pursuant to this Agreement in respect of any sum due to any Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first Business Day, following receipt by such Underwriter of any sum adjudged to be so due in such other currency, on which (and only to the extent that) such Underwriter may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to such Underwriter hereunder, the Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriters against such loss. If the United States dollars so purchased are greater than the sum originally due to such Underwriter hereunder, such Underwriter agrees to pay to the Company an amount equal to the excess of the dollars so purchased over the sum originally due to such Underwriter hereunder. View More