Common use of Choice of Law and Forum Selection Clause in Contracts

Choice of Law and Forum Selection. This MOU, the Settlement Agreement and Settlement contemplated by it, and any dispute arising out of or relating in any way to this MOU, the Settlement Agreement or the Settlement, whether in contract, tort or otherwise, shall be governed by and construed in accordance with the laws of the state of Delaware, without regard to conflict of laws principles. Each of the Parties (a) irrevocably submits to the personal jurisdiction of any state court sitting in Wilmington, Delaware, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, in any suit, action or proceeding arising out of or relating to this MOU, the Settlement and/or the Settlement Agreement, (b) agrees that all claims in respect of such suit, action or proceeding shall be brought, heard and determined exclusively in the Delaware Court of Chancery (provided that, in the event that subject matter jurisdiction is unavailable in that court, then all such claims shall be brought, heard and determined exclusively in any other state court sitting in Wilmington, Delaware), (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court, (d) agrees not to bring any action or proceeding arising out of or relating to this MOU, the Settlement and/or the Settlement Agreement in any other court, and (e) expressly waives, and agrees not to plead or to make any claim that any such action or proceeding is subject (in whole or in part) to a jury trial. Each of the Parties waives any defense of inconvenient forum to the maintenance of any action or proceeding brought in accordance with this paragraph. Each of the Parties further agrees to waive any bond, surety or other security that might be required of any other party with respect to any action or proceeding, including an appeal thereof. Each of the Parties further consents and agrees that process in any suit, action or proceeding may be served on such Party by certified mail, return receipt requested, addressed to such Party or such Party’s registered agent in the state of its incorporation or organization, or in any other manner provided by law, and in the case of Plaintiffs by giving such written notice to Xxxxx X. Xxxxx, 00 Xxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000.

Choice of Law and Forum Selection. This MOU, and the Settlement Agreement and Settlement contemplated by it, and any dispute arising out of or relating in any way to this MOU, the Settlement Agreement or the Settlement, whether in contract, tort or otherwise, shall be governed by and construed in accordance with the laws of the state of Delaware, without regard to conflict of laws principles. Each of the Parties (a) irrevocably submits to the personal jurisdiction of any state or federal court sitting in Wilmington, Delaware, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, in any suit, action or proceeding arising out of or relating to this MOU, the Settlement and/or the Settlement Agreement, (b) agrees that all claims in respect of such suit, action or proceeding shall be brought, heard and determined exclusively in the Delaware Court of Chancery (provided that, in the event that subject matter jurisdiction is unavailable in that court, then all such claims shall be brought, heard and determined exclusively in any other state or federal court sitting in Wilmington, Delaware), (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court, (d) agrees not to bring any action or proceeding arising out of or relating to this MOU, the Settlement and/or the Settlement Agreement in any other court, and (e) expressly waives, and agrees not to plead or to make any claim that any such action or proceeding is subject (in whole or in part) to a jury trial. Each of the Parties waives any defense of inconvenient forum to the maintenance of any action or proceeding brought in accordance with this paragraph. Each of the Parties further agrees to waive any bond, surety or other security that might be required of any other party with respect to any action or proceeding, including an appeal thereof. Each of the Parties further consents and agrees that process in any suit, action or proceeding may be served on such Party by certified mail, return receipt requested, addressed to such Party or such Party’s registered agent in the state of its incorporation or organization, or in any other manner provided by law, and in the case of Plaintiffs by giving such written notice to Rigrodsky & Long, P.A., Attention Xxxxx X. XxxxxXxxx, 00 Xxxxxxxxxx Xxxx000 X. Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, XX Xxxxxxxx 00000.

Choice of Law and Forum Selection. This MOU, the Settlement Agreement and Settlement contemplated by itAgreement, and any dispute arising all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relating in any way relate to this MOU, the Settlement Agreement execution or the Settlement, whether in contract, tort or otherwiseperformance hereof, shall be governed by and construed in accordance with the laws internal Laws of the state State of Delaware, without regard giving effect to any choice of Law or conflict of laws principles. Each Laws rules or provisions (whether of the Parties (aState of Delaware or any other jurisdiction) irrevocably submits to that would cause the personal jurisdiction application of the Laws of any state court sitting in Wilmington, jurisdiction other than the State of Delaware, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, in any . Any suit, action or other proceeding arising out of or relating to this MOU, the Settlement and/or the Settlement Agreement, (b) agrees that all claims in respect of such suit, action Agreement or proceeding any transaction contemplated hereby shall be brought, heard and determined brought exclusively in the Delaware Court of Chancery (provided thatin New Castle County, or in the event (but only in the event) that such court does not have subject matter jurisdiction is unavailable in that court, then all over such claims shall be brought, heard and determined exclusively in any other state court sitting in Wilmington, Delaware), (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court, (d) agrees not to bring any action or proceeding arising out of or relating to this MOUaction, the Settlement and/or United States District Court for the Settlement Agreement in any other courtDistrict of Delaware, and (e) expressly waives, and agrees not each of the parties hereto hereby irrevocably submits to plead or to make any claim that the exclusive jurisdiction of such courts for the purpose of any such action or proceeding is subject (in whole or in part) to a jury trial. Each of the Parties waives any defense of inconvenient forum to the maintenance of any action or proceeding brought in accordance with this paragraph. Each of the Parties further agrees to waive any bond, surety or other security that might be required of any other party with respect to any action or proceeding, including an appeal thereof. Each of the Parties further consents and agrees that process in any suit, action or other proceeding. A final judgment in any such suit, action or other proceeding may be served enforced in other jurisdictions by suit on such Party by certified mail, return receipt requested, addressed to such Party or such Party’s registered agent in the state of its incorporation or organization, judgment or in any other manner provided by lawXxx. Each Party irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in such courts, and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each Party further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth herein shall be effective service of process for any such action, suit or proceeding. Thank you again for your service. CONMED Corporation /s/ Xxxxxxx X. Xxxxx By: Xxxxxxx X. Xxxxx Title: EVP – Human Resources ACCEPTED AND AGREED: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx ANNEX A This Agreement (the case “Agreement”) is entered into by and between CONMED Corporation (the “Company”) and Xxxxxx X. Xxxxx (“Employee” or “You”) in full and complete settlement of Plaintiffs by giving such written notice to Xxxxx X. Xxxxxall issues concerning Employee’s employment through the Effective Date (as defined herein). As used in this Agreement, 00 Xxxxxxxxxx Xxxxthe term “Company” shall include CONMED Corporation, Xxxxx 000its affiliates, Xxxxxxxxxxsubsidiaries (including Linvatec Corporation), XX 00000successors and assigns, all of its current and former officers, directors, employees, and agents (in their individual and representative capacities).