Common use of Applicable Legal Requirements; Jurisdiction; Specific Performance; Remedies Clause in Contracts

Applicable Legal Requirements; Jurisdiction; Specific Performance; Remedies. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Subject to Section 7(c), in any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, each of the parties hereto irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of the State of Delaware and any state appellate court therefrom or, if such court lacks subject matter jurisdiction, the United States District Court sitting in New Castle County in the State of Delaware, (it being agreed that the consents to jurisdiction and venue set forth in this Section 7(a) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 7(a) and shall not be deemed to confer rights on any individual or entity other than the parties hereto). The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Legal Requirements; provided, however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such final trial court judgment.

Applicable Legal Requirements; Jurisdiction; Specific Performance; Remedies. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless without giving effect to any laws, rules or provisions that would cause the application of the laws that might otherwise govern under applicable principles of conflicts any jurisdiction other than the State of laws thereofDelaware. Subject to Section 7(c9.5(c), in any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, Transactions: (i) each of the parties hereto Parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of the State of Delaware and any state appellate court therefrom or, if such court lacks subject matter jurisdiction, the United States District Court sitting in New Castle County in the State of Delaware, Delaware (it being agreed that the consents to jurisdiction and venue set forth in this Section 7(a9.5(a) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 7(a) paragraph and shall not be deemed to confer rights on any individual or entity Person other than the parties Parties hereto); and (ii) each of the Parties irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such Party is to receive notice in accordance with Section 9.8. The parties Parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Legal Requirements; provided, however, that nothing in the foregoing shall restrict any partyParty’s rights to seek any post-judgment relief regarding, or any appeal from, such final trial court judgment.

Applicable Legal Requirements; Jurisdiction; Specific Performance; Remedies. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Subject to Section 7(c5.7(c), in any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, : (i) each of the parties hereto Parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of the State of Delaware and any state appellate court therefrom or, if such court lacks subject matter jurisdiction, the United States District Court sitting in New Castle County in the State of Delaware, Delaware (it being agreed that the consents to jurisdiction and venue set forth in this Section 7(a5.7(a) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 7(a5.7(a) and shall not be deemed to confer rights on any individual or entity Person other than the parties Parties hereto); and (ii) each of the parties irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such Party is to receive notice in accordance with Section 5.1. The parties Parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Legal Requirements; provided, however, that nothing in the foregoing shall restrict any partyParty’s rights to seek any post-judgment relief regarding, or any appeal from, such final trial court judgment.

Applicable Legal Requirements; Jurisdiction; Specific Performance; Remedies. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Subject to Section 7(c5.8(c), in any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, : (i) each of the parties hereto irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of the State of Delaware and any state appellate court therefrom or, if such court lacks subject matter jurisdiction, the United States District Court sitting in New Castle County in the State of Delaware, Delaware (it being agreed that the consents to jurisdiction and venue set forth in this Section 7(a) 5.8 shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 7(a) paragraph and shall not be deemed to confer rights on any individual or entity Person other than the parties hereto); and (ii) each of the parties irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 5.1 (Notices). The parties Parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Legal Requirements; provided, however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such final trial court judgment.

Applicable Legal Requirements; Jurisdiction; Specific Performance; Remedies. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Subject to Section 7(c9.5(c), in any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, (i) each of the parties hereto Parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of the State of Delaware and any state appellate court therefrom or, if such court lacks subject matter jurisdiction, the United States District Court sitting in New Castle County in the State of Delaware, Delaware (it being agreed that the consents to jurisdiction and venue set forth in this Section 7(a9.5(a) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 7(a) paragraph and shall not be deemed to confer rights on any individual or entity Person other than the parties Parties hereto)) and (ii) Parent and Purchaser hereby designate the following as their respective agent for service of process pursuant to the foregoing clause (i): Philips Holding USA Inc., 3000 Xxxxxxxxx Xxxx, Xxxxxxx, XX 00000. The parties Parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Legal Requirements; provided, however, that nothing in the foregoing shall restrict any partyParty’s rights to seek any post-judgment relief regarding, or any appeal from, such final trial court judgment.