Governing Law; Jurisdiction. This Agreement (and any dispute, controversy, proceedings or claim of whatever nature arising out of, or in any way in connection with, it or its subject matter or formation (including non-contractual disputes or claims)) shall be governed by and construed in accordance with the law of England. The Parties irrevocably agree that the courts of England shall have exclusive jurisdiction to hear and decide any suit, action or proceedings and/or to settle any dispute or claim that arises out of or in any way in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) and, for these purposes, each Party irrevocably submits to the exclusive jurisdiction of the courts of England. Each Party waives (and agrees not to raise) any objection, whether on the ground of inconvenient forum or venue or on any other ground, which it might have to the bringing of proceedings in such courts.

Governing Law; Jurisdiction. This Amendment shall be construed in accordance with and governed by the law of the State of New York, excluding conflict of law principles providing for the application of the laws of any other jurisdiction.

Governing Law; Jurisdiction. This Agreement has been delivered to and accepted by the ​ and will be deemed to be made in the State of New York. Except as otherwise provided under federal law, this Agreement will be interpreted in accordance with the laws of the State of New York excluding its conflict of laws rules. [[Organization A:Organization]] HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE STATE OF NEW YORK IN A COUNTY OR JUDICIAL DISTRICT WHERE THE ​ MAINTAINS A BRANCH AND CONSENTS THAT THE ​ MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND AT [[Organization A:Organization]]’S ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS AGREEMENT WILL PREVENT THE ​ FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST [[Organization A:Organization]] INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF [[Organization A:Organization]] WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. [[Organization A:Organization]] acknowledges and agrees that the venue provided above is the most convenient forum for both the ​ and [[Organization A:Organization]]. [[Organization A:Organization]] waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Agreement.

Governing Law: Jurisdiction. This Note shall be governed by and construed in accordance with the laws of the State of New York. The Issuer hereto irrevocably consents to the jurisdiction of the United States federal courts and state courts located in the State of New York and County of New York in any suit or proceeding based on or arising under this Note or the transactions contemplated hereby and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in such courts. The Issuer irrevocably waives the defense of an inconvenient forum to the maintenance of such suit or proceeding in such forum. The Issuer further agrees that service of process upon the Issuer in accordance with Section 8 hereof shall be deemed in every respect effective service of process upon the Issuer in any suit or proceeding arising hereunder. Nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law. The Issuer hereby waive all rights to a trial by jury.

Governing Law; Jurisdiction. The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of Delaware and the United States, as applicable, without reference to the conflict of laws provisions thereof. Any disputes involving this Agreement or the related Restricted Stock Unit Award will be heard and determined before the Delaware Court of Chancery or if not maintainable therein, then before an appropriate federal or state court located in Delaware, and you and the Company each agree to submit yourself and your respective property to the non-exclusive jurisdiction of the foregoing courts with respect to such disputes, in each case, as permitted.

Governing Law/Jurisdiction. This Agreement is governed in all respects by the laws of ​. The Parties agree to submit to the jurisdiction of the courts of ​.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the law of the State of California without regard to conflict of law provisions. The parties hereto irrevocable # agree that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby shall be instituted in any federal or state court only in the County of Orange, California, # waive, to the fullest extent it may effectively do so under applicable law, any objection which they may now or hereafter have to the laying of venue of any such proceeding or to the convenience of the forum and # submit to the exclusive jurisdiction of any federal or state court in the State of California, County of Orange in any such suit, action or proceeding.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with, and its interpretation shall otherwise be governed by, New Jersey law. Each party irrevocably agrees that any legal proceeding arising out of, or relating to the subject matter of, this Agreement shall be brought in the Superior Court of New Jersey in Camden County or the United States District Court for the District of New Jersey located in Camden, New Jersey. Each party irrevocably consents to such jurisdiction and venue.

Governing Law, Jurisdiction and Venue. This Agreement will be governed by and construed in accordance with the laws of the State of Colorado applicable to contracts made and to be performed therein. In the event any dispute arises hereunder, the exclusive jurisdiction for the resolution of such dispute or disputes shall be the state or federal courts located in Denver, Colorado. The parties hereby consent to venue and personal jurisdiction in such courts.

Governing Law; Consent to Jurisdiction. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without giving effect conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. Each of the Parties consents to the exclusive jurisdiction of the Federal courts whose districts encompass any part of the State of New York in connection with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens, to the bringing of any such proceeding in such jurisdictions. Each Party waives its right to a trial by jury. Each Party to this Agreement irrevocably consents to the service of process in any such proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to such Party at its address set forth herein. Nothing herein shall affect the right of any Party to serve process in any other manner permitted by law.

Governing Law; Jurisdiction and Venue. This Agreement, and any matter or dispute arising hereunder or in connection with this Agreement, will be governed by and construed in accordance with the laws of the state of Nevada without giving effect to conflict of laws principles thereof. Each party hereto irrevocably consents to the exclusive jurisdiction of the state and federal courts located in New York City, New York, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, for the purpose of any suit, action or other proceeding arising out of, or in connection with, this agreement or any of the transactions contemplated hereby. Each party hereby expressly waives any and all rights to bring any suit, action or other proceeding in or before any court or tribunal other than those located in New York City, New York.

Governing Law, Jurisdiction and Venue. This Agreement will be governed by and construed in accordance with the laws of the State of California, without giving effect to that body of laws pertaining to conflict of laws. The parties agree that any action brought by any party under or in relation to this Agreement, including without limitation to interpret or enforce any provision of this Agreement, shall be brought in, and each party agrees to and does hereby submit to the jurisdiction and venue of, any state or federal court located in the Northern District of California.

Governing Law, Jurisdiction, and Venue. This Agreement shall be governed by Florida law. The state and federal courts of Florida have jurisdiction; and venue for mediation, litigation and all other proceedings shall be located in Palm Beach County, Florida.

Governing Law and Consent to Jurisdiction. This award and the Program are governed by the laws of the State of New York without regard to any conflict of law rules. Any dispute arising out of or relating to this award or the Program may be resolved in any state or federal court located within Dallas County, Texas, U.S.A. This award is issued on the condition that Grantee accepts such venue and submits to the personal jurisdiction of any such court. Similarly, the Corporation accepts such venue and submits to such jurisdiction.

Governing Law and Consent to Jurisdiction. This Agreement shall be construed under and the legal relations between the parties shall be governed by the laws of the State of Ohio. The parties hereby consent and agree to submit to the exclusive jurisdiction and venue of any state or federal court in the State of Ohio in any proceedings hereunder, and each hereby waives any objection to any such proceedings based on improper venue or forum non-conveniens or similar principles. The parties hereto hereby further consent and agree to the exercise of such personal jurisdiction over them by such courts with respect to any such proceedings, waive any objection to the assertion or exercise of such jurisdiction and consent to process being served in any such proceedings in the manner provided for the giving of notices hereunder.

GOVERNING LAW, JURISDICTION AND OTHER MATTERS. This Note and all actions arising out of or in connection with this Note shall be governed by and construed in accordance with, the laws of the State of California, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of California or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of California. The courts of the Northern District of California and state courts located in Alameda County in the State of California shall be the exclusive jurisdiction for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and 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, that such suit, action or proceeding is brought in an inconvenient forum, or that the venue of such suit, action or proceeding is improper. In the event that any provision of this Note is found to be 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 rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Note. By acceptance of this Note, Holder hereby agrees and the Company hereby agrees to waive their respective rights to a jury trial of any claim or cause of action based upon or arising out of this Note. If the jury waiver set forth in this paragraph is not enforceable, then any claim or cause of action arising out of or relating to this Note or any of the transactions contemplated therein shall be settled by judicial reference pursuant to California Code of Civil Procedure Section 638 et seq. before a referee sitting without a jury, such referee to be mutually acceptable to the parties or, if no agreement is reached, by a referee appointed by the presiding judge of the California Superior Court for Alameda County. This paragraph shall not restrict a party from exercising remedies under the Uniform Commercial Code or from exercising pre-judgment remedies under applicable law.

Governing Law; Consent to Personal Jurisdiction. This Agreement will be governed by and construed according to the laws of the State of Utah, without giving effect to any conflict of laws principles that require the application of the law of a different state. I expressly consent to the exclusive personal jurisdiction and venue in the state and federal courts located in the County of Salt Lake, State of Utah, for any litigation related to or arising from this Agreement or related to the employment relationship between the parties.

Governing Law. This Release is made and entered into in the State of Florida and shall in all respects be interpreted, enforced, and governed under the law of that state, without reference to conflict of law provisions thereof.