Common use of Choice of Law; Jurisdiction Clause in Contracts

Choice of Law; Jurisdiction. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware. Each of the Parties (i) irrevocably agrees that any claims, suits, actions or proceedings arising out of or relating in any way to this Agreement shall be exclusively brought in the Court of Chancery of the State of Delaware, in each case regardless of whether such claims, suits, actions or proceedings sound in contract, tort, fraud or otherwise, are based on common law, statutory, equitable, legal or other grounds, or are derivative or direct claims; (ii) irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware in connection with any such claim, suit, action or proceeding; (iii) agrees not to, and waives any right to, assert in any such claim, suit, action or proceeding that (A) it is not personally subject to the jurisdiction of the Court of Chancery of the State of Delaware or of any other court to which proceedings in the Court of Chancery of the State of Delaware may be appealed, (B) such claim, suit, action or proceeding is brought in an inconvenient forum, or (C) the venue of such claim, suit, action or proceeding is improper; (iv) expressly waives any requirement for the posting of a bond by a party bringing such claim, suit, action or proceeding; and (v) consents to process being served in any such claim, suit, action or proceeding by mailing, certified mail, return receipt requested, a copy thereof to such party at the address in effect for notices hereunder, and agrees that such services shall constitute good and sufficient service of process and notice thereof; provided, nothing in clause (v) hereof shall affect or limit any right to serve process in any other manner permitted by law.

Choice of Law; Jurisdiction. (a) This Restated Agreement shall be governed by and construed in accordance with and governed by the laws of the State of Delaware. Each of the Parties (i) irrevocably agrees that any claims, suits, actions or proceedings arising out of or relating in any way to this Agreement shall be exclusively brought in the Court of Chancery law of the State of Delaware, in each case regardless of whether such claims, suits, actions or proceedings sound in contract, tort, fraud or otherwise, are based on common law, statutory, equitable, legal or other grounds, or are derivative or direct claims; (ii) irrevocably submits without regard to the exclusive jurisdiction conflicts of the Court law rules of Chancery of the State of Delaware in connection with such state. (b) The Parties hereto agree that any such claim, suit, action or proceeding; (iii) agrees not to, and waives any right to, assert in any such claim, suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Restated Agreement or the transactions contemplated hereby shall be brought and determined exclusively in in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), and that (A) it is not personally subject any cause of action arising out of this Restated Agreement shall be deemed to have arisen from a transaction of business in the State of Delaware, and each of the Parties hereby irrevocably consents to the jurisdiction of the Court of Chancery such courts (and of the State of Delaware or of appropriate appellate courts therefrom) in any other court to which proceedings in the Court of Chancery of the State of Delaware may be appealed, (B) such claim, suit, action or proceeding is and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum, or (C) the venue of . Process in any such claim, suit, action or proceeding is improper; (iv) expressly waives may be served on any requirement for party anywhere in the posting world, whether within or without the jurisdiction of a bond by a party bringing such claim, suit, action or proceeding; and (v) consents to process being served in any such claimcourt. Without limiting the foregoing, suit, action or proceeding by mailing, certified mail, return receipt requested, a copy thereof to such party at the address in effect for notices hereunder, and each Party agrees that such services shall constitute good and sufficient service of process and notice thereof; provided, nothing on such Party as provided in clause (v) hereof Section 4.2 shall affect or limit any right to serve be deemed effective service of process in any other manner permitted by lawon such Party.

Choice of Law; Jurisdiction. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware. Each of the Parties (ia) irrevocably agrees that any claims, suits, actions or proceedings arising out of or relating in any way to this Agreement shall be exclusively brought in the Court of Chancery of the State of Delaware, in each case regardless of whether such claims, suits, actions or proceedings sound in contract, tort, fraud or otherwise, are based on common law, statutory, equitable, legal or other grounds, or are derivative or direct claims; (iib) irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware in connection with any such claim, suit, action or proceeding; (iiic) agrees not to, and waives any right to, assert in any such claim, suit, action or proceeding that (Ai) it is not personally subject to the jurisdiction of the Court of Chancery of the State of Delaware or of any other court to which proceedings in the Court of Chancery of the State of Delaware may be appealed, (Bii) such claim, suit, action or proceeding is brought in an inconvenient forum, or (Ciii) the venue of such claim, suit, action or proceeding is improper; (ivd) expressly waives any requirement for the posting of a bond by a party bringing such claim, suit, action or proceeding; and (ve) consents to process being served in any such claim, suit, action or proceeding by mailing, certified mail, return receipt requested, a copy thereof to such party at the address in effect for notices hereunder, and agrees that such services shall constitute good and sufficient service of process and notice thereof; provided, nothing in clause (ve) hereof shall affect or limit any right to serve process in any other manner permitted by law.

Choice of Law; Jurisdiction. This (a) The Merger, this Agreement and the transactions contemplated by this Agreement, and all disputes between the parties under or related to this Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, shall be governed by and construed in accordance with and governed by the laws of the State of Delaware. Each of the Parties (i) irrevocably agrees that any claims, suits, actions or proceedings arising out of or relating in any way to this Agreement shall be exclusively brought in the Court of Chancery Laws of the State of Delaware, in each case regardless without reference to conflict of whether such claims, suits, actions or proceedings sound in contract, tort, fraud or otherwise, are based on common law, statutory, equitable, legal or other grounds, or are derivative or direct claims; laws principles. (iib) Each of the parties hereto (i) irrevocably submits consents to submit itself to the exclusive personal jurisdiction of the Delaware Court of Chancery of or any federal court located in the State of Delaware in connection with the event any dispute arises out of or relates to this Agreement or any transaction contemplated hereby; (ii) agrees that all claims in respect of such Action may be heard and determined in any such claim, suit, action or proceedingcourt; (iii) agrees that it will not to, and waives any right to, assert in attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such claim, suit, action or proceeding that (A) it is not personally subject to the jurisdiction of the Court of Chancery of the State of Delaware or of any other court to which proceedings in the Court of Chancery of the State of Delaware may be appealed, (B) such claim, suit, action or proceeding is brought in an inconvenient forum, or (C) the venue of such claim, suit, action or proceeding is impropercourt; (iv) expressly waives agrees that it will not bring any requirement for Action relating to this Agreement or any transaction contemplated hereby in any court other than the posting Delaware Court of a bond by a party bringing such claim, suit, action Chancery or proceedingany federal court sitting in the State of Delaware; and (v) consents waives any right to process being served in trial by jury with respect to any such claim, suit, Action related to or arising out of this Agreement or any transaction contemplated hereby. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought. 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. Any party hereto may make service on another party by mailing, certified mail, return receipt requested, sending or delivering a copy thereof of the process to such the party to be served at the address and in effect the manner provided for the giving of notices hereunderby registered mail in Section 9.4. Nothing in this Section 9.3(b), and agrees that such services shall constitute good and sufficient service of process and notice thereof; providedhowever, nothing in clause (v) hereof shall affect or limit the right of any right party to serve legal process in any other manner permitted by lawLaw.

Choice of Law; Jurisdiction. This agreement shall be governed by, construed, interpreted and enforced under the laws of the State of Delaware without reference to the choice of law principles thereof. Any lawsuit or other judicial proceeding relating to or arising from this Agreement shall be construed instituted in accordance with the courts of the state of Delaware or in the United States District Courts of that state. Such courts shall have proper venue for any such lawsuit or judicial proceeding, and the parties waive any objection to venue or their convenience as a forum. The parties agree to submit to the jurisdiction of any of the courts specified and to accept service of process to vest personal jurisdiction over them in any of these courts. This Agreement will be governed in all respects, including validity, interpretation, and effect, by the laws of the State of DelawareDelaware without giving effect to the choice of law principles of such state. Each of the Parties The Company and each Sophis Group Party (i) irrevocably agrees that any claims, suits, actions or proceedings arising out of or relating in any way to this Agreement shall be exclusively brought in the Court of Chancery of the State of Delaware, in each case regardless of whether such claims, suits, actions or proceedings sound in contract, tort, fraud or otherwise, are based on common law, statutory, equitable, legal or other grounds, or are derivative or direct claims; (ii) irrevocably and unconditionally submits to the exclusive jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, the State federal or other state courts located in Wilmington, Delaware), (ii) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from any such court, (iii) agrees that any action or proceeding based on, relating to, or arising in connection with this Agreement or the transactions contemplated by this Agreement shall be brought, tried, and determined only in such courts, (iv) waives any claim of Delaware improper venue or any claim that those courts are an inconvenient forum, and (v) agrees that it will not bring any action based on, relating to, or arising in connection with this Agreement or the transactions contemplated by this Agreement in any court other than such courts. The parties to this Agreement agree that the delivery of process or other papers in connection with any such claim, suit, action or proceeding; (iii) agrees not to, and waives any right to, assert in any such claim, suit, action or proceeding that (A) it is not personally subject to the jurisdiction of the Court of Chancery of the State of Delaware or of any other court to which proceedings in the Court of Chancery of the State of Delaware manner provided in Section 20 or in such other manner as may be appealedpermitted by applicable law as sufficient service of process, (B) such claim, suit, action or proceeding is brought in an inconvenient forum, or (C) the venue of such claim, suit, action or proceeding is improper; (iv) expressly waives any requirement for the posting of a bond by a party bringing such claim, suit, action or proceeding; and (v) consents to process being served in any such claim, suit, action or proceeding by mailing, certified mail, return receipt requested, a copy thereof to such party at the address in effect for notices hereunder, and agrees that such services shall constitute good be valid and sufficient service of process and notice thereof; provided, nothing in clause (v) hereof shall affect or limit any right to serve process in any other manner permitted by law.

Choice of Law; Jurisdiction. This Agreement, and all disputes between the parties under or related to this Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, shall be governed by and construed in accordance with and governed by the laws of the State of Delaware, without reference to conflict of laws principles. Each of the Parties parties hereto (i) irrevocably agrees that any claims, suits, actions or proceedings arising out consents to submit itself to the exclusive personal jurisdiction of or relating in any way to this Agreement shall be exclusively brought in the Delaware Court of Chancery of the State of Delaware, or any federal court located in each case regardless of whether such claims, suits, actions or proceedings sound in contract, tort, fraud or otherwise, are based on common law, statutory, equitable, legal or other grounds, or are derivative or direct claims; (ii) irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware in connection with the event any dispute arises out of or relates to this Agreement or any transaction contemplated hereby; (ii) agrees that all claims in respect of such Action may be heard and determined in any such claim, suit, action or proceedingcourt; (iii) agrees that it will not to, and waives any right to, assert in attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such claim, suit, action or proceeding that (A) it is not personally subject to the jurisdiction of the Court of Chancery of the State of Delaware or of any other court to which proceedings in the Court of Chancery of the State of Delaware may be appealed, (B) such claim, suit, action or proceeding is brought in an inconvenient forum, or (C) the venue of such claim, suit, action or proceeding is impropercourt; (iv) expressly waives agrees that it will not bring any requirement for Action relating to this Agreement or any transaction contemplated hereby in any court other than the posting Delaware Court of a bond by a party bringing such claim, suit, action Chancery or proceedingany federal court sitting in the State of Delaware; and (v) consents waives any right to process being served in trial by jury with respect to any such claim, suit, action or proceeding related to or arising out of this Agreement or any transaction contemplated hereby. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought. 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. Any party hereto may make service on another party by mailing, certified mail, return receipt requested, sending or delivering a copy thereof of the process to such the party to be served at the address and in effect the manner provided for the giving of notices hereunderby registered mail in Section 9. Nothing in this Section 8, and agrees that such services shall constitute good and sufficient service of process and notice thereof; providedhowever, nothing in clause (v) hereof shall affect or limit the right of any right party to serve legal process in any other manner permitted by law.

Choice of Law; Jurisdiction. This (a) The Merger, this Agreement and the transactions contemplated by this Agreement, and all disputes between the parties under or related to this Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, shall be governed by and construed in accordance with and governed by the laws of the State of Delaware. Each of the Parties (i) irrevocably agrees that any claims, suits, actions or proceedings arising out of or relating in any way to this Agreement shall be exclusively brought in the Court of Chancery Laws of the State of Delaware, in each case regardless without reference to conflict of whether such claims, suits, actions or proceedings sound in contract, tort, fraud or otherwise, are based on common law, statutory, equitable, legal or other grounds, or are derivative or direct claims; laws principles. (iib) Each of the parties hereto (i) irrevocably submits consents to submit itself to the exclusive personal jurisdiction of the Delaware Court of Chancery of or any federal court located in the State of Delaware in connection with the event any dispute arises out of or relates to this Agreement or any transaction contemplated hereby, (ii) agrees that all claims in respect of such Action may be heard and determined in any such claim, suit, action or proceedingcourt; (iii) agrees that it will not to, and waives any right to, assert in attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such claim, suit, action or proceeding that (A) it is not personally subject to the jurisdiction of the Court of Chancery of the State of Delaware or of any other court to which proceedings in the Court of Chancery of the State of Delaware may be appealed, (B) such claim, suit, action or proceeding is brought in an inconvenient forum, or (C) the venue of such claim, suit, action or proceeding is impropercourt; (iv) expressly waives agrees that it will not bring any requirement for Action relating to this Agreement or any transaction contemplated hereby in any court other than the posting Delaware Court of a bond by a party bringing such claim, suit, action Chancery or proceedingany federal court sitting in the State of Delaware; and (v) consents waives any right to process being served in trial by jury with respect to any such claim, suit, Action related to or arising out of this Agreement or any transaction contemplated hereby. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought. 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. Any party hereto may make service on another party by mailing, certified mail, return receipt requested, sending or delivering a copy thereof of the process to such the party to be served at the address and in effect the manner provided for the giving of notices hereunderby registered mail in Section 9.4. Nothing in this Section 9.3(b), and agrees that such services shall constitute good and sufficient service of process and notice thereof; providedhowever, nothing in clause (v) hereof shall affect or limit the right of any right party to serve legal process in any other manner permitted by lawLaw.

Choice of Law; Jurisdiction. This (a) Regardless of any conflict of law or choice of law principles that might otherwise apply, the parties agree that this Agreement shall be governed by and construed in all respects in accordance with and governed by the laws of the State of Delaware. Each . (b) Without limiting any party’s right to appeal any order of the Parties Bankruptcy Court, (i) irrevocably agrees that any claims, suits, actions or proceedings arising out the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of or relating in any way to this Agreement shall be exclusively brought in the Court of Chancery of the State of Delaware, in each case regardless of whether such claims, suits, actions and to decide any claims or proceedings sound in contract, tort, fraud disputes which may arise or otherwise, are based on common law, statutory, equitable, legal or other groundsresult from, or are derivative be connected with, this Agreement, any breach or direct claims; default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 11.5 hereof; provided, that if the Bankruptcy Case has closed, the parties agree to conditionally and irrevocably submits submit to the exclusive jurisdiction of the Delaware Chancery Court or, to the extent the Delaware Chancery Court determines that it does not have subject matter jurisdiction, of the United States District Court of Chancery the District of Delaware, and any appellate court from any decision thereof, for the resolution of any such claim or dispute. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the State of Delaware in connection with any such claim, suit, action or proceeding; (iii) parties hereto agrees not to, and waives any right to, assert that a judgment in any such claim, suit, action dispute may be enforced in other jurisdictions by suit on the judgment or proceeding that (A) it is not personally subject to the jurisdiction in any other manner provided by applicable Law. Each of the Court of Chancery of the State of Delaware or of any other court to which proceedings in the Court of Chancery of the State of Delaware may be appealed, (B) such claim, suit, action or proceeding is brought in an inconvenient forum, or (C) the venue of such claim, suit, action or proceeding is improper; (iv) expressly waives any requirement for the posting of a bond by a party bringing such claim, suit, action or proceeding; and (v) parties hereto hereby consents to process being served by any party to this Agreement in any such claim, suit, action or proceeding by mailing, certified mail, return receipt requested, delivery of a copy thereof to such party at in accordance with the address in effect for notices hereunder, and agrees that such services shall constitute good and sufficient service provisions of process and notice thereof; provided, nothing in clause (v) hereof shall affect or limit any right to serve process in any other manner permitted by lawSection 11.5.

Choice of Law; Jurisdiction. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware. Each of the Parties (ia) irrevocably agrees that any claims, suits, actions or proceedings arising out of or relating in any way to this Agreement shall be exclusively brought in the Court of Chancery of the State of Delaware, in each case regardless of whether such claims, suits, actions or proceedings sound in contract, tort, fraud or otherwise, are based on common law, statutory, equitable, legal or other grounds, or are derivative or direct claims; claims; (iib) irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware in connection with any such claim, suit, action or proceeding; proceeding; (iiic) agrees not to, and waives any right to, assert in any such claim, suit, action or proceeding that (Ai) it is not personally subject to the jurisdiction of the Court of Chancery of the State of Delaware or of any other court to which proceedings in the Court of Chancery of the State of Delaware may be appealed, (Bii) such claim, suit, action or proceeding is brought in an inconvenient forum, or (Ciii) the venue of such claim, suit, action or proceeding is improper; improper; (ivd) expressly waives any requirement for the posting of a bond by a party bringing such claim, suit, action or proceeding; proceeding; and (ve) consents to process being served in any such claim, suit, action or proceeding by mailing, certified mail, return receipt requested, a copy thereof to such party at the address in effect for notices hereunder, and agrees that such services shall constitute good and sufficient service of process and notice thereof; thereof; provided, nothing in clause (ve) hereof shall affect or limit any right to serve process in any other manner permitted by law.

Choice of Law; Jurisdiction. This Agreement and all claims, disputes, controversies or causes of action (whether in contract, tort, equity or otherwise) that may be based upon, arise out of or relate to this Agreement (including any schedule or exhibit hereto), the transactions contemplated hereby, or the negotiation, execution or performance of this Agreement (including any claim, dispute, controversy or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by and construed in accordance with and governed by the laws Laws of the State of Delaware, without regard to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware. Each of the Parties (i) parties irrevocably agrees that any claims, suits, actions or proceedings arising out of or relating in any way Action related to this Agreement agreement shall be brought and determined exclusively brought in the Court of Chancery of federal or state courts located in the State of DelawareDelaware (the “Chosen Courts”). By executing and delivering this Agreement, in each case regardless of whether such claims, suits, actions or proceedings sound in contract, tort, fraud or otherwise, are based on common law, statutory, equitable, legal or other grounds, or are derivative or direct claims; the parties hereto irrevocably: (iii) irrevocably accepts generally and unconditionally submits to the exclusive jurisdiction of the Court Chosen Courts for any Action arising out of Chancery or relating to this Agreement and the transactions contemplated hereby and any Action brought for any remedy contemplated by Section 8.12; (ii) waives, to the fullest extent permitted by applicable Law, any objections which such party may now or hereafter have to the laying of the State venue of Delaware in connection with any such claim, suit, action Action contemplated by this Section 8.3 and hereby further irrevocably waives and agrees not to plead or proceedingclaim that any such Action has been brought in an inconvenient forum; (iii) agrees that it will not to, and waives any right to, assert in any such claim, suit, action attempt to deny or proceeding that (A) it is not personally subject to defeat the personal jurisdiction of the Court of Chancery of the State of Delaware Chosen Courts by motion or of other request for leave from any other court to which proceedings in the Court of Chancery of the State of Delaware may be appealed, (B) such claim, suit, action or proceeding is brought in an inconvenient forum, or (C) the venue of such claim, suit, action or proceeding is impropercourt; (iv) expressly waives agrees that it will not bring any requirement for Action contemplated by this Section 8.3 in any court other than the posting of a bond by a party bringing such claim, suit, action or proceedingChosen Courts; and (v) consents to process being served agrees that service of all process, including the summons and complaint, in any such claim, suit, action Action may be made by registered or proceeding by mailing, certified mail, return receipt requested, a copy thereof to such party at the address their respective addresses provided in effect for notices hereunder, and agrees that such services shall constitute good and sufficient service of process and notice thereof; provided, nothing in clause (v) hereof shall affect accordance with Section 8.4 or limit any right to serve process in any other manner permitted by lawLaw; and (vi) agrees that service as provided in the preceding clause (v) is sufficient to confer personal jurisdiction over such party in the Action, and otherwise constitutes effective and binding service in every respect. Each of the parties hereto agrees that a final judgment in any Action in a Chosen Court as provided above may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law, and each party further agrees to the non-exclusive jurisdiction of the Chosen Courts for the enforcement or execution of any such judgment.