This Agreement Shall Be Governed by the Laws of United Kingdom

A banking and financial contract (e.B a loan agreement) is subject to the law of the country in which the bank has its registered office, 12.1The law and jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of New York, without its conflict of laws provisions. Each party irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York for the purposes of any action, action, or other proceeding arising out of this Agreement. Each party agrees to bring any such action, action, or proceeding in the U.S. District Court for the Southern District of New York or, if such action, action, or other proceeding cannot be brought in such court for jurisdiction, in the Supreme Court of the State of New York, New York County. Each party further agrees that the service of any proceeding, subpoena, notice or document by a nationally recognized night courier service (requested receipt) at the respective addresses of those parties specified in section 12.2 shall constitute effective service of the proceedings for all claims, actions or proceedings in New York with respect to any matter by which it has submitted to the jurisdiction in this Section 12.1. Each party irrevocably and unconditionally waives any objection to the transfer of venue of any action, action or proceeding arising out of this Agreement in the United States District Court for the Southern District of New York and irrevocably and unconditionally waives and agrees not to invoke or assert itself in such court: that such suit or proceeding filed in such court has been filed in an uncomfortable forum. (c) Applicable law. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Delaware, without regard to its conflict of laws rules, and any dispute arising out of or relating to this Agreement shall be heard and resolved exclusively and exclusively in the state court located in Delaware. If a legal action is brought under this Agreement, the prevailing party in that action shall have the right, in addition to court costs, to recover such amount as the court may determine to be reasonable attorneys` fees. 15.4 Applicable law and jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of [***] without its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods (1980) shall not apply to the interpretation of this Treaty.

In Halpern -v- Halpern6, there was no explicit choice of law, but one of the parties argued that the agreement was subject to Jewish law. The Court of Appeal rejected this argument: the law of a country was needed. If the parties want their relationship to be governed by a law other than the law of a country, they should include arrangements for arbitration. In particular, article 46 of the Arbitration Act expressly recognizes that arbitral tribunals may and shall settle disputes in accordance with the law chosen by the parties” or, if the parties so agree, in accordance with other considerations agreed upon by them or determined by the courts”. Applicable law. This Agreement and any claim or cause of action (whether in contract, tort or statute) arising out of, arising out of or related to this Agreement or the negotiation, performance or performance of this Agreement (including any claim or cause of action based on any representation or warranty arising out of or in connection with this Agreement or as an inducement to enter into this Agreement), are subject to and enforced in accordance with the national law of the State [ ], including its limitation periods. e) The law applicable to a contract in accordance with this principle applies in particular: 11.8 Applicable law. This Agreement shall be governed by and construed in accordance with the national laws of the State of Delaware, without regard to any law that may otherwise apply under applicable conflict of laws principles, except that the following matters arising out of or relating to this Agreement shall be interpreted, construed and regulated and in accordance with the laws of the Cayman Islands, in respect of which the Parties irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: (i) the Meten merger; (ii) the acquisition of the activities, property and liabilities of the Corporation from the surviving Cayman Islands Corporation; (iii) the conversion of the Common Shares of the Corporation; and (iv) the internal affairs of the Company and Holdco. 44.3. Applicable law and jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the Republic of China, without regard to its principles of conflict of laws rules. Any dispute, question or difference of any kind arising at any time at a later date between the parties (including the Company) or their respective representatives or any of them that the parties cannot resolve amicably between them, with respect to or in connection with this Agreement or the validity, the interpretation, meaning, function or effect thereof, or any clause contained therein; or with respect to the rights, obligations or liabilities of the Parties under this Agreement or under this Agreement, shall be definitively governed in accordance with the Arbitration Rules of the International Chamber of Commerce by one (1) arbitrator appointed in accordance with such Rules.

The arbitration proceedings will take place in Israel and will be conducted in English. The decision on an arbitral award rendered by the arbitrator may be registered with any court of competent jurisdiction, or an application may be made to that court for judicial acceptance of the award and, where appropriate, for an enforcement order. If the purpose of a choice of law clause is to provide certainty about the applicable law in the event of a subsequent dispute, it is logical that the parties would have wanted the chosen law to cover both tort and contractual claims under the agreement in which that choice of law clause is contained. But this is not how many courts interpret the standard choice of law clause. For example, in Krock v. Lipsay, 97 F.3d 640, 645 (2d Cir. 1996), the court noted: “The evidence before me showed that each of the parties openly insisted that it did not want to accept the jurisdiction or applicable law of the other party and that it could not reach agreement on another applicable jurisdiction or law. Consequently, [the agreement in question] does not contain an applicable law clause or a jurisdiction clause. Moreover, none of the parties wished to confer on the others an advantage with regard to the conclusion of the agreement. If their intention was to create darkness and difficulties for lawyers to debate in the coming years, they did well. “22.3Government law.

This Agreement (and any dispute, controversy, proceeding or claim of any kind arising out of this Agreement or its formation) shall be governed by and construed in accordance with the laws of England and Wales, with the exception of matters relating to the validity of patents decided by the courts having jurisdiction over the patents in question and in accordance with the laws applicable to such patents. SECTION 2.09 Governing Law. This First Additional Act shall be governed by and construed in accordance with the laws of the State of New York, without regard to its principles of conflict of laws; provided, however, that all matters governing the approval and performance of this First Addendum by the Company and the Guarantor shall be governed by and construed in accordance with the laws of the State of Victoria, Australia and the Commonwealth of Australia. 3. Applicable law and jurisdiction. This change shall be governed by and construed in accordance with the laws of the State of Delaware (without principles of conflict of laws). For the most part, English, Scottish and Northern Irish laws are very similar. In most disputes, the interpretation of a contract is the same, whether the contract is governed by English or Scottish law. However, this is not always the case. There are significant differences between the two legal systems in some areas, in particular with regard to property rights. The judicial systems of England and Scotland are also very different.

This is why a jurisdiction clause specifying “United Kingdom” or “Great Britain” is so problematic. .

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