Delta Airlines 2014 Annual Report Download - page 213

Each of the Seller and the Buyer (i) hereby irrevocably submits itself to the exclusive jurisdiction of the courts sitting
in the Borough of Manhattan, New York County, New York, for the purposes of any suit, action or other proceeding
arising out of this Agreement, the subject matter hereof or any of the transactions contemplated hereby brought by any
party or parties hereto, and (ii) hereby waives, and agrees not to assert, by way of motion, as a defence or otherwise, in
any such suit, action or proceeding, to the extent permitted by applicable law, any defence based on sovereign or other
immunity or that the suit, action or proceeding which is referred to in clause (i) above is brought in an inconvenient
forum, that the venue of such suit, action or proceeding is improper, or that this Agreement or the subject matter
hereof or any of the transactions contemplated hereby may not be enforced in or by these courts.
THE PARTIES HEREBY ALSO AGREE THAT THE UNITED NATIONS CONVENTION ON CONTRACTS
FOR THE INTERNATIONAL SALE OF GOODS SHALL NOT APPLY TO THIS TRANSACTION.
[***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT
(i)
the Seller is organized and existing in good standing under the laws of the Republic of France and has the
corporate power and authority to enter into and perform its obligations under the Agreement;
(ii)
neither the execution and delivery by the Seller of this Agreement, nor the consummation of any of the
transactions by the Seller contemplated thereby, nor the performance by the Seller of the obligations
thereunder, constitutes a breach of any agreement to which the Seller is a party or by which its assets are
bound; and
(iii)
this Agreement has been duly authorized, executed and delivered by the Seller and constitutes the legal, valid
and binding obligation of the Seller enforceable against the Seller in accordance with its terms.
22.6
INTERPRETATION AND LAW
22.6.1
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF
SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
GIVING EFFECT TO ITS CONFLICTS OF LAWS PROVISIONS THAT WOULD RESULT IN THE
APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.
22.6.2
The Buyer for itself and its successors and assigns hereby designates and appoints the Secretary of the Buyer duly
elected from time to time as its legal agent and attorney-in-
fact upon whom all processes against the Buyer in any suit,
action or proceeding in respect of any matter as to which it has submitted to jurisdiction under Subclause 22.6 may be
served with the same effect as if the Buyer were a corporation organized under the laws of the State
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PRIVILEDGED AND CONFIDENTIAL
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