APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to conflicts of law principles that would result in the application of the laws of another jurisdiction. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.
Appears in 15 contracts
Samples: Indemnity Agreement (Social Capital Suvretta Holdings Corp. I), Indemnity Agreement (Social Capital Suvretta Holdings Corp. IV), Indemnity Agreement (Social Capital Suvretta Holdings Corp. II)
APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect regard to conflicts its conflict of law principles that would result in the application of the laws of another jurisdictionrules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement, to the fullest extent permitted by applicable law and the Articles, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.
Appears in 14 contracts
Samples: Indemnity Agreement (RMG Acquisition Corp. VII), Indemnity Agreement (RMG Acquisition Corp. V), Indemnity Agreement (RMG Acquisition Corp. VI)
APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of DelawareNew York, without giving effect regard to conflicts its conflict of law principles that would result in the application of the laws of another jurisdictionrules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, to the fullest extent permitted by law, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.
Appears in 8 contracts
Samples: Indemnity Agreement (M3-Brigade Acquisition v Corp.), Indemnity Agreement (M3-Brigade Acquisition v Corp.), Indemnity Agreement (M3-Brigade Acquisition v Corp.)
APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect regard to conflicts its conflict of law principles that would result in the application of the laws of another jurisdictionrules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, to the fullest extent permitted by law, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.
Appears in 8 contracts
Samples: Indemnity Agreement (Unifund Financial Technologies, Inc.), Indemnity Agreement (VMG Consumer Acquisition Corp.), Indemnity Agreement (VMG Consumer Acquisition Corp.)
APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect regard to conflicts its conflict of law principles that would result in the application of the laws of another jurisdictionrules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 12(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the "Delaware Court"), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.
Appears in 4 contracts
Samples: Indemnification Agreement (Stamford Industrial Group, Inc.), Indemnification Agreement (Langer Inc), Indemnification Agreement (Clarus Corp)
APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect regard to conflicts its conflict of law principles that would result in the application of the laws of another jurisdictionrules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 12(a) of this Agreement, the Company Companies and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.
Appears in 4 contracts
Samples: Indemnification Agreement (Antero Midstream Partners LP), Indemnification Agreement (Antero Midstream GP LP), Form of Indemnification Agreement (Antero Resources Midstream Management LLC)
APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect regard to conflicts its conflict of law principles that would result in the application of the laws of another jurisdictionrules. Except with respect to any arbitration or proceeding commenced by Indemnitee pursuant to Section 14.1 13(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.
Appears in 3 contracts
Samples: Indemnity Agreement (Carpenter Technology Corp), Indemnification Agreement (Carpenter Technology Corp), Indemnity Agreement (Smith International Inc)
APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect regard to conflicts its conflict of law principles that would result in the application of the laws of another jurisdictionrules. Except with respect to any arbitration or proceeding commenced by Indemnitee pursuant to Section 14.1 13(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the "Delaware Court"), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.
Appears in 1 contract
APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect regard to conflicts its conflict of law principles that would result in the application of the laws of another jurisdictionrules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the “Delaware Chancery Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Chancery Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Chancery Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Chancery Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.
Appears in 1 contract
APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect regard to conflicts its conflict of law principles that would result in the application of the laws of another jurisdictionrules. Except with respect to any arbitration or Proceeding commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding Proceeding arising out of or in connection with this Agreement shall may be brought only in the Chancery Court of the State of Delaware Court (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding Proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding Proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding Proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.
Appears in 1 contract
Samples: Director Indemnity Agreement (Fairpoint Communications Inc)
APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect regard to conflicts its conflict of law principles that would result in the application of the laws of another jurisdictionrules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement14(a) hereof, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in any state or federal court of competent jurisdiction in the State of Delaware Court (the “Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.
Appears in 1 contract
APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect regard to conflicts its conflict of law principles that would result in the application of the laws of another jurisdictionrules. Except with respect to any arbitration or proceeding commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.
Appears in 1 contract
APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect regard to conflicts its choice or conflict of law principles that would result in the application of the laws of another jurisdictionrules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 17(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.
Appears in 1 contract
APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect regard to conflicts its conflict of law principles that would result in the application of the laws of another jurisdictionrules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, to the fullest extent permitted by law, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; Court; and (d) waive, and agree not to plead or to make, any claim US-DOCS\127251117.4 that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.
Appears in 1 contract
Samples: Indemnity Agreement (VMG Consumer Acquisition Corp.)
APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect regard to conflicts its conflict of law principles that would result in the application of the laws of another jurisdictionrules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 11(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Court of Chancery of the State of Delaware Court (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.
Appears in 1 contract
Samples: Indemnification Agreement (Aevi Genomic Medicine, Inc.)
APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be are governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect regard to conflicts its conflict of law principles that would result in the application of the laws of another jurisdictionrules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this -15- |US-DOCS\126606244.2|| Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding Proceeding arising out of or in connection with this Agreement shall may be brought only in the Delaware Court of Chancery and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding Proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding Proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding Proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.
Appears in 1 contract
APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect regard to conflicts of its conflict-of-laws rules or any other law principles or rule that would result in the application of cause the laws of another jurisdictionany other jurisdiction to apply. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement, the The Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (a) agree that that, unless Indemnitee has sought an award in arbitration, any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware CourtCourt of Chancery; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.
Appears in 1 contract
APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect regard to conflicts its conflict of law principles that would result in the application of the laws of another jurisdictionrules. Except with respect to any arbitration commenced by the Indemnitee pursuant to Section 14.1 13(a) of this Agreement, the Company Indemnitors and the Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.
Appears in 1 contract
Samples: Form of Indemnity Agreement (Trump Entertainment Resorts, Inc.)
APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect regard to conflicts its conflict of law principles that would result in the application of the laws of another jurisdictionrules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, to the fullest extent permitted by law, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial..
Appears in 1 contract
Samples: Indemnity Agreement (Everest Consolidator Acquisition Corp)