Governing Law Clause Example with 178 Variations from Business Contracts

Governing Law. This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. The Com...pany hereby irrevocably submits 10 SEVERABILITY. If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder provision that would otherwise be prohibited, invalid or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. The Company hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address it set forth on the signature page hereto and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein unenforceable shall be deemed amended to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company's obligations apply to the Holder, to realize on any collateral broadest extent that it would be valid and enforceable, and the invalidity or any other security for unenforceability of such obligations, or to enforce a judgment or other court ruling in favor provision shall not affect the validity of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s). View More

Governing Law. This Warrant All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, with the internal laws of the State of New York, without giving effect regard to any choice the principles of conflicts of law or conflict thereof. Each of law provision or rule (whether Maker and... Payee agree that all legal proceedings concerning the interpretations, enforcement and defense of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of this Note shall be commenced in the state and federal courts sitting in The the City of New York, Borough of Manhattan, Manhattan (the "New York Courts"). Each of Maker and Payee hereby irrevocably submit to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or (including with any transaction contemplated hereby or discussed herein, respect to the enforcement of this Note), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue improper. Each of such suit, action or proceeding is improper. The Company Maker and Payee hereby irrevocably waives waive personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party the other at the address in effect for notices to it set forth on the signature page hereto under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein Each of Maker and Payee hereby irrevocably waive, 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 Note or the transactions contemplated hereby. 5 13. Notice. Any and all notices or other communications or deliveries to be provided by the Payee hereunder, including, without limitation, any conversion notice, shall be in writing and delivered personally, by facsimile, sent by a nationally recognized overnight courier service or sent by certified or registered mail, postage prepaid, addressed to the Maker, at its address above, or such other address or facsimile number as the Maker may specify for such purposes by notice to the Payee delivered in accordance with this paragraph. Any and all notices or other communications or deliveries to be provided by the Maker hereunder shall be in writing and delivered personally, by facsimile, sent by a nationally recognized overnight courier service or sent by certified or registered mail, postage prepaid, addressed to each Payee at the address of such Payee appearing on the books of the Maker, or if no such address appears, at the principal place of business of the Payee. Any notice or other communication or deliveries hereunder shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect given and effective on the Company's obligations to earliest of (i) the Holder, to realize date of transmission if delivered by hand or by telecopy that has been confirmed as received by 5:00 P.M. on a business day, (ii) one business day after being sent by nationally recognized overnight courier or received by telecopy after 5:00 P.M. on any collateral day, or any other security for such obligations, (iii) five business days after being sent by certified or to enforce a judgment or other court ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. registered mail, postage and charges prepaid, return receipt requested. View More

Governing Law. This Warrant All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, with the internal laws of the State of New York, without giving effect regard to any choice the principles of conflicts of law or conflict thereof. Each of law provision or rule (whether Maker and... Payee agree that all legal proceedings concerning the interpretations, enforcement and defense of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of this Note shall be commenced in the state and federal courts sitting in The the City of New York, Borough of Manhattan, Manhattan (the "New York Courts"). Each of Maker and Payee hereby irrevocably submit to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or (including with any transaction contemplated hereby or discussed herein, respect to the enforcement of this Note), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue improper. Each of such suit, action or proceeding is improper. The Company Maker and Payee hereby irrevocably waives waive personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party the other at the address in effect for notices to it set forth on the signature page hereto under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein Each of Maker and Payee hereby irrevocably waive, 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 Note or the transactions contemplated hereby. 16. Notice. Any and all notices or other communications or deliveries to be provided by the Payee hereunder, including, without limitation, any conversion notice, shall be in writing and delivered personally, by facsimile, sent by a nationally recognized overnight courier service or sent by certified or registered mail, postage prepaid, addressed to the Maker, or such other address or facsimile number as the Maker may specify for such purposes by notice to the Payee delivered in accordance with this paragraph. Any and all notices or other communications or deliveries to be provided by the Maker hereunder shall be in writing and delivered personally, by facsimile, sent by a nationally recognized overnight courier service or sent by certified or registered mail, postage prepaid, addressed to the Payee at the address of the Payee appearing on the books of the Maker, or if no such address appears, at the principal place of business of the Payee. Any notice or other communication or deliveries hereunder shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect given and effective on the Company's obligations to earliest of (i) the Holder, to realize date of transmission if delivered by hand or by telecopy that has been confirmed as received by 5:00 p.m. on a business day, (ii) one business day after being sent by nationally recognized overnight courier or received by telecopy after 5:00 p.m. on any collateral day, or any other security for such obligations, (iii) five business days after being sent by certified or to enforce a judgment or other court ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. registered mail, postage and charges prepaid, return receipt requested. View More

Governing Law. This Warrant Note shall be governed by and construed and enforced in accordance accor­dance with, and all questions concerning the construction, validity, interpretation and performance of this Warrant Note shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the Stat...e of New York. The Company hereby irrevocably submits Any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the exclusive jurisdiction transactions contemplated by this Agreement, shall be resolved by arbitration before a panel of three (3) arbitrators, administered by JAMS under its arbitration rules then in effect and held in the state and federal courts sitting Borough of Manhattan in The the City of New York, Borough and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The parties agree that irreparable damage would occur if any provision of Manhattan, for this Agreement were not performed in accordance with the adjudication terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and other remedy to which they are entitled. The Holder hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, venue, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. The Company hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address it set forth on the signature page hereto and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or operate to preclude rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the Holder from bringing suit validity or taking other legal action against the Company in enforceability of any other jurisdiction to collect on the Company's obligations to the Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor provision of the Holder. this Note. EACH OF THE HOLDER AND THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY. 7 Vynleads, Inc. Convertible Note 16. CERTAIN DEFINITIONS. For purposes of this Note, the following terms shall have the following meanings: a. "Acquisition Event" means (i) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation), (ii) a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Company and its subsidiaries taken as a whole by means of any transaction or series of related transactions, except where such sale, lease, exclusive license or other disposition is to a wholly owned subsidiary of the Company or (iii) a Change of Control occurs. b. "Affiliate" means with respect to any Person, any other Person who, directly or indirectly (including through one or more intermediaries), controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control," when used with respect to any specified Person, shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities or partnership or other ownership interests, by contract or otherwise; and the terms "controlling" and "controlled" shall have correlative meanings. c. "Business Day" means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed. d. "Capital Stock" shall mean any class or series of equity securities issued by the Company." e. "Change of Control" means any person or group of persons within the meaning of § 13(d)(3) of the Securities Exchange Act of 1934, as amended, becomes the beneficial owner, directly or indirectly, of 50% or more of the outstanding equity interests of the Company. f. "Interest Rate" means eight percent (8%) per annum. g. "Issuance Date" means the "Issuance Date" set forth above. h. "Maturity Date" shall mean eighteen (18) months from the date hereof. i. "Person" means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and a government or any department or agency thereof. View More

Governing Law. This Warrant Agreement shall be governed by and construed and enforced in accordance with, and all questions concerning with the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York, York without giving effect regard to any choice principles of law or conflict conflicts of law provision or rule (whether of laws. Any action brought by either party against the State other concerning the transactions contemplated by ...this Agreement shall be brought only in the state courts of New York or any other jurisdictions) that would cause in the application of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of federal courts located in the state and federal courts sitting in county of Nassau. The City of New York, Borough of Manhattan, for the adjudication parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any dispute action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Company and Buyer waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or with unenforceable under any transaction contemplated hereby applicable statute or discussed herein, and hereby irrevocably waives, and agrees not rule of law, then such provision shall be deemed inoperative to assert in any suit, action or proceeding, any claim the extent that it is may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not personally subject to affect the jurisdiction validity or enforceability of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue other provision of such suit, action or proceeding is improper. The Company any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it set forth on the signature page hereto under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company's obligations to the Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. View More

Governing Law. This Warrant All questions concerning the construction, validity, enforcement and interpretation of this Promissory Note shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, with the internal laws of the State of New York, Florida, without giving effect regard to any choice the principles of conflicts of law or conflict of law provision or rule (whether the...reof. Each of the State Maker and the Holder agree that all legal proceedings concerning the interpretations, enforcement and defense of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of this Promissory Note shall be commenced in the state and federal courts sitting in The City Palm Beach County Florida (the "Florida Courts"). Each of New York, Borough the Maker and the Holder hereby irrevocably submit to the exclusive jurisdiction of Manhattan, the Florida Courts for the adjudication of any dispute hereunder or in connection herewith or (including with any transaction contemplated hereby or discussed herein, respect to the enforcement of this Promissory Note), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that improper. Each of Maker and the venue of such suit, action or proceeding is improper. The Company Holder hereby irrevocably waives waive personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party the other at the address in effect for notices to it set forth on the signature page hereto under this Promissory Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be 9 deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude Each of Maker and the Holder from bringing suit or taking other legal action against hereby irrevocably waives, to the Company fullest extent permitted by applicable law, any and all right to trial by jury in any other jurisdiction legal proceeding arising out of or relating to collect on this Promissory Note or the Company's obligations to the Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. transactions contemplated hereby. View More

Governing Law. This Warrant All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, with the internal laws of the State of New York, Florida, without giving effect regard to any choice the principles of conflicts of law or conflict of law provision or rule (whether thereof. Each ...of the State Maker and the Holder agree that all legal proceedings concerning the interpretations, enforcement and defense of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of this Note shall be commenced in the state and federal courts sitting in The the City of New York, Borough Miami (the "Miami Courts"). Each of Manhattan, the Maker and the Holder hereby irrevocably submit to the exclusive jurisdiction of the Miami Courts for the adjudication of any dispute hereunder or in connection herewith or (including with any transaction contemplated hereby or discussed herein, respect to the enforcement of this Note), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that improper. Each of the venue of such suit, action or proceeding is improper. The Company Maker and the Holder hereby irrevocably waives waive personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party the other at the address in effect for notices to it set forth on the signature page hereto under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude Each of the Maker and the Holder from bringing suit or taking other legal action against hereby irrevocably waive, to the Company fullest extent permitted by applicable law, any and all right to trial by jury in any other jurisdiction legal proceeding arising out of or relating to collect on this Note or the Company's obligations transactions contemplated hereby. 4 12. Maker shall pay to the Holder, to realize on demand, the amount of any collateral and all reasonable expenses, including, without limitation, attorneys' fees, and legal expenses, which the Holder may incur in connection with (a) enforcement or collection of this Note following and Event of Default; (b) exercise or enforcement of any other security for such obligations, the rights, remedies or to enforce a judgment or other court ruling in favor powers of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. Holder hereunder or with respect to any or all of the obligations under this Note upon breach or threatened breach; or (c) failure by Maker to perform and observe any agreements of Maker contained herein. View More

Governing Law. This Warrant All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, with the internal laws of the State of New York, Arizona, without giving effect regard to any choice the principles of conflicts of law or conflict of law provision or rule (whether thereof. Each ...of the Borrower and the Holder agree that all legal proceedings concerning the interpretations, enforcement and defense of this Note shall be commenced in the State and federal courts sitting in the city of New York or any other jurisdictions) that would cause the application Phoenix, County of Maricopa (the "Phoenix Courts"). Each of the laws of any jurisdictions other than the State of New York. The Company Borrower and Holder hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, Phoenix Courts for the adjudication of any dispute hereunder or in connection herewith or (including with any transaction contemplated hereby or discussed herein, respect to the enforcement of this Note), and hereby irrevocably waives, and agrees not to assert in any suit, suite, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, or that such suit, action or proceeding is brought in an inconvenient forum or that forum. Each of the venue of such suit, action or proceeding is improper. The Company Borrower and the Holder hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding preceding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party the other at the address in effect for notices to it set forth on the signature page hereto under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude Each of the Borrower and the Holder from bringing suit or taking other legal action against hereby irrevocably waives, to the Company fullest extent permitted by applicable law, any and all right to trial by jury in any other jurisdiction legal proceeding arising out of or relating to collect on this Note or the Company's obligations to the Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. transactions contemplated hereby. View More

Governing Law. This Warrant Certificate of Designations shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Warrant Certificate of Designations shall be governed by, the internal laws of the State of New York, Nevada, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York Nevada or any other jurisdictions) that would cause the application of ...the laws of any jurisdictions other than the State of New York. The Company Nevada. Except as otherwise required by Section 22 above, the Corporation hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. The Company hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address it set forth on the signature page hereto and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein (i) shall be deemed or operate to preclude the any Holder from bringing suit or taking other legal action against the Company Corporation in any other jurisdiction to collect on the Company's Corporation's obligations to the such Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder. such Holder or (ii) shall limit, or shall be deemed or construed to limit, any provision of Section 22. THE COMPANY CORPORATION HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT CERTIFICATE OF DESIGNATIONS OR ANY TRANSACTION CONTEMPLATED HEREBY. 25 26. Judgment Currency. (a) If for the purpose of obtaining or enforcing judgment against the Corporation in any court in any jurisdiction it becomes necessary to convert into any other currency (such other currency being hereinafter in this Section 2525 referred to as the "Judgment Currency") an amount due in U.S. dollars under this Certificate of Designations, the conversion shall be made at the Exchange Rate prevailing on the Trading Day immediately preceding: (i) the date actual payment of the amount due, in the case of any proceeding in the courts of New York or in the courts of any other jurisdiction that will give effect to such conversion being made on such date: or (ii) the date on which the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the date as of which such conversion is made pursuant to this Section 26(a)(ii) being hereinafter referred to as the "Judgment Conversion Date"). (b) If in the case of any proceeding in the court of any jurisdiction referred to in Section 26(a)(ii) above, there is a change in the Exchange Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable party shall pay such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the Exchange Rate prevailing on the date of payment, will produce the amount of US dollars which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial order at the Exchange Rate prevailing on the Judgment Conversion Date. (c) Any amount due from the Corporation under this provision shall be due as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of this Certificate of Designations. View More

Governing Law. This Warrant All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, with the internal laws of the State of New York, without giving effect regard to any choice the principles of conflicts of law or conflict thereof. Each of law provision or rule (whether Borrower ...and Payee agree that all legal proceedings concerning the interpretations, enforcement and defense of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of this Note shall be commenced in the state and federal courts sitting in The the City of New York, Borough of Manhattan, Manhattan (the "New York Courts"). Each of Borrower and Payee hereby irrevocably submit to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or (including with any transaction contemplated hereby or discussed herein, respect to the enforcement of this Note), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue improper. Each of such suit, action or proceeding is improper. The Company Borrower and Payee hereby irrevocably waives waive personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party the other at the address in effect for notices to it set forth on the signature page hereto under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate Each of Borrower and Payee hereby irrevocably waive, to preclude the Holder from bringing suit or taking other legal action against the Company fullest extent permitted by applicable law, any and all right to trial by jury in any other jurisdiction legal proceeding arising out of or relating to collect on this Note or the Company's obligations to the Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. transactions contemplated hereby. View More