Common use of CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER Clause in Contracts

CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER. Except as otherwise expressly provided in any of the Loan Documents, Massachusetts law governs the Loan Documents without regard to principles of conflicts of law. Borrower and Bank each submit to the exclusive jurisdiction of the State and Federal courts in Boston, Massachusetts; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Bank from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of Bank. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in, or subsequently provided by Borrower in accordance with, Section 10 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid. This Section 11 shall survive the termination of this Agreement.

Appears in 10 contracts

Samples: Loan and Security Agreement (Zoom Telephonics, Inc.), Loan and Security Agreement (Liquidia Corp), Loan and Security Agreement (Trevi Therapeutics, Inc.)

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CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER. Except as otherwise expressly provided in any of the Loan Documents, Massachusetts Illinois law governs the Loan Documents without regard to principles of conflicts of law. Borrower and Bank each submit to the exclusive jurisdiction of the State and Federal courts in BostonChicago, MassachusettsIllinois; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Bank from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of Bank. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in, or subsequently provided by Borrower in accordance with, Section 10 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid. This Section 11 shall survive the termination of this Agreement.

Appears in 4 contracts

Samples: Loan and Security Agreement (Basis Global Technologies, Inc.), Loan and Security Agreement (Basis Global Technologies, Inc.), Loan and Security Agreement (Sprout Social, Inc.)

CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER. Except as otherwise expressly provided in any of the Loan Documents, Massachusetts law governs the Loan Documents without regard to principles of conflicts of law. Borrower and Bank each submit to the exclusive jurisdiction of the State and Federal courts in Boston, Massachusetts; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Bank from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of Bank. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in, or subsequently provided by Borrower in accordance with, Section 10 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid. This Section 11 shall survive the termination of this Agreement.

Appears in 4 contracts

Samples: Loan and Security Agreement (Arsanis, Inc.), Loan and Security Agreement (Acacia Communications, Inc.), Loan and Security Agreement (Acacia Communications, Inc.)

CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER. Except as otherwise expressly provided in any of the Loan Documents, Massachusetts law governs the Loan Documents without regard to principles of conflicts of law. Borrower and Bank each submit to the exclusive jurisdiction of the State and Federal courts in Boston, Massachusetts; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Bank from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of Bank. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in, or subsequently provided by Borrower in accordance with, Section 10 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid. This Section 11 shall survive the termination of this Agreement.

Appears in 3 contracts

Samples: Loan and Security Agreement (Eloqua, Inc.), Loan and Security Agreement (Eloqua, Inc.), Loan and Security Agreement (Imprivata Inc)

CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER. Except as otherwise expressly provided in any of the Loan Documents, Massachusetts New York law governs the Loan Documents without regard to principles of conflicts of law. Borrower and Bank each submit to the exclusive jurisdiction of the State and Federal courts in BostonNew York, MassachusettsNew York; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Bank from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of Bank. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in, or subsequently provided by Borrower in accordance with, Section 10 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid. This Section 11 shall survive the termination of this Agreement.

Appears in 3 contracts

Samples: Loan and Security Agreement (Borderfree, Inc.), Loan Agreement (Amber Road, Inc.), Loan and Security Agreement (Borderfree, Inc.)

CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER. Except as otherwise expressly provided in any of the Loan Documents, Massachusetts law governs the Loan Documents without regard to principles of conflicts of lawlaw that would require the application of the laws of another jurisdiction. Borrower and Bank each irrevocably and unconditionally submit to the exclusive jurisdiction of the State and Federal courts in Boston, Massachusetts; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Bank from bringing suit or taking other legal action in any other jurisdiction with respect to the Loan Documents or to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of Bank. Borrower expressly expressly, irrevocably and unconditionally submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby irrevocably and unconditionally consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in, or subsequently provided by Borrower in accordance with, Section 10 9 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid. This Section 11 10 shall survive the termination of this AgreementAgreement and the repayment of all Obligations.

Appears in 3 contracts

Samples: Loan and Security Agreement (908 Devices Inc.), Loan and Security Agreement (Candel Therapeutics, Inc.), Loan and Security Agreement (Cue Biopharma, Inc.)

CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER. Except as otherwise expressly provided in any of the Loan Documents, Massachusetts New York law governs the Loan Documents without regard to principles of conflicts of law. Borrower Credit Parties and Bank Lender each submit to the exclusive jurisdiction of the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by Requirements of Law, in such Federal courts in Boston, Massachusettscourt; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Bank Lender from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of BankLender. Borrower Each Credit Party expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower each Credit Party hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Borrower Each Credit Party hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower such Credit Party at the address set forth in, or subsequently provided by Borrower in accordance with, Section 10 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrowersuch Credit Party’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid. This Section 11 shall survive the termination of this Agreement.

Appears in 3 contracts

Samples: Loan and Security Agreement (Novocure LTD), Loan and Security Agreement (Merrimack Pharmaceuticals Inc), Loan and Security Agreement (Novocure LTD)

CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER. Except as otherwise expressly provided in any of the Loan Documents, Massachusetts New York law governs the Loan Documents without regard to principles of conflicts of law. Borrower and Bank each submit to the exclusive jurisdiction of the State and Federal courts in Boston, MassachusettsNew York; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Bank from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of Bank. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in, or subsequently provided by Borrower in accordance with, Section 10 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid. This Section 11 shall survive the termination of this Agreement.

Appears in 2 contracts

Samples: Loan and Security Agreement (Xtant Medical Holdings, Inc.), Loan and Security Agreement (Astea International Inc)

CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER. Except as otherwise expressly provided This Agreement shall be governed by and construed in any of the Loan Documents, Massachusetts law governs the Loan Documents without regard to principles of conflicts of accordance with New York law. The Borrower and Bank each Lender submit to the exclusive jurisdiction of the State and Federal courts in BostonNew York, MassachusettsNew York; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Bank any Lender from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of Banksuch Lender. The Borrower and each Lender expressly submits submit and consents consent in advance to such jurisdiction in any action or suit commenced in any such court, and the Borrower and each Lender hereby waives waive any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable equitable, relief as is deemed appropriate by such court. The Borrower and each Lender hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in, or subsequently provided by Borrower in accordance with, Section 10 Article 7 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of the Borrower’s or each Lender’s, as the case may be, actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid. This Section 11 shall survive the termination of this Agreement.

Appears in 2 contracts

Samples: Loan and Guaranty Agreement (Innocoll Holdings PLC), Loan and Guaranty Agreement (Innocoll Holdings PLC)

CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER. Except as otherwise expressly provided in any of the Loan Documents, Massachusetts law governs the Loan Documents without regard to principles of conflicts of law. Borrower Except to the extent otherwise set forth in the Loan Documents, Borrower, Agent and Bank Lenders each submit to the exclusive jurisdiction of the State and Federal courts in Boston, Massachusetts; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Bank Agent or Lenders from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of BankAgent or any Lender. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in, or subsequently provided by Borrower in accordance with, Section 10 11 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid. This Section 11 12 shall survive the termination of this Agreement.

Appears in 2 contracts

Samples: Loan and Security Agreement (Social Capital Suvretta Holdings Corp. I), Loan and Security Agreement (Social Capital Suvretta Holdings Corp. I)

CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER. Except as otherwise expressly provided in any of the Loan Documents, Massachusetts law governs the Loan Documents without regard to principles of conflicts of law. Borrower and Bank each submit to the exclusive jurisdiction of the State and Federal courts in Boston, Massachusetts; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Bank from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of Bank. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in, or subsequently provided by Borrower in accordance with, Section 10 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid. This Section 11 shall survive the termination of this Agreement.

Appears in 2 contracts

Samples: Loan and Security Agreement (Acell Inc), Loan and Security Agreement (Datawatch Corp)

CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER. Except as otherwise expressly provided in any of the Loan Documents, Massachusetts New York law governs the Loan Documents without regard to principles of conflicts of law. Borrower and Bank each submit to the exclusive jurisdiction of the State and Federal courts in BostonNew York, MassachusettsNew York; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Bank from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of Bank. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in, or subsequently provided by Borrower in accordance with, Section 10 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid. 13035731v.1 This Section 11 shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Teladoc, Inc.)

CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER. Except as otherwise expressly provided in any of the Loan Documents, Massachusetts New York law governs the Loan Documents without regard to principles of conflicts of law. Borrower Borrower, Lenders and Bank Collateral Agent each submit to the exclusive jurisdiction of the State and Federal courts in BostonNew York, MassachusettsNew York; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Bank Collateral Agent and/or any Lender from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of BankCollateral Agent and/or any Lender. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in, or subsequently provided by Borrower in accordance with, Section 10 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid. This Section 11 shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Corindus Vascular Robotics, Inc.)

CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER. Except as otherwise expressly provided in any of the Loan Documents, Massachusetts law governs the Loan Documents without regard to principles of conflicts of law. Borrower and Bank Lender each submit to the exclusive jurisdiction of the State and Federal courts in BostonMiddlesex County, Massachusetts; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Bank Lender from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of BankLender. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in, or subsequently provided by Borrower in accordance with, Section 10 11 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid. This Section 11 12 shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Augmedix, Inc.)

CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER. Except as otherwise expressly provided in any of the Loan Documents, Massachusetts Illinois law governs the Loan Documents without regard to principles of conflicts of law. Borrower and Bank each submit to the exclusive jurisdiction of the State and Federal courts in BostonChicago, MassachusettsIllinois; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Bank from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of Bank. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in, or subsequently provided by Borrower in accordance with, Section 10 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid. This Section 11 shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (ExactTarget, Inc.)

CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER. Except as otherwise expressly provided in any of the Loan Documents, Massachusetts New York law governs the Loan Documents without regard to principles of conflicts of law. Borrower and Bank each submit to the exclusive jurisdiction of the State and Federal courts in Boston, MassachusettsNew York; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Bank from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of Bank. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in, or subsequently provided by Borrower in accordance with, Section 10 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid. This Section 11 shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Reval Holdings Inc)

CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER. Except as otherwise expressly provided in any of the Loan Documents, Massachusetts law governs the Loan Documents without regard to principles of conflicts of law. Borrower and Bank Lenders, and Collateral Agent each submit to the exclusive jurisdiction of the State and Federal courts in Bostonthe Commonwealth of Massachusetts. Notwithstanding the foregoing, Massachusetts; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Bank Collateral Agent from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of BankCollateral Agent and Lenders. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in, or subsequently provided by Borrower in accordance with, Section 10 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid. This Section 11 shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Apex Bioventures Acquisition Corp)

CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER. Except as otherwise expressly provided in any of the Loan Documents, Massachusetts law governs the Loan Documents without regard to principles of conflicts of law. Borrower and Bank each submit to the exclusive jurisdiction of the State and Federal courts in Boston, Massachusetts; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Bank from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of Bank. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such courtstate or federal court located in Massachusetts, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in, or subsequently provided by Borrower in accordance with, Section 10 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid. This Section 11 shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Eleven Biotherapeutics, Inc.)

CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER. Except as otherwise expressly provided in any of the Loan Documents, Massachusetts New York law governs the Loan Documents without regard to principles of conflicts of lawDocuments. Borrower and Bank QLT each submit to the exclusive jurisdiction of the State and Federal courts in BostonNew York, MassachusettsNew York; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Bank QLT from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of BankQLT. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable equitable, relief as is deemed appropriate by such court. Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in, or subsequently provided by Borrower in accordance with, Section 10 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid. This Section 11 shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Aegerion Pharmaceuticals, Inc.)

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CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER. Except as otherwise expressly provided in any of the Loan Documents, Massachusetts law governs the Loan Documents without regard to principles of conflicts of law. Borrower and Bank each submit to the exclusive jurisdiction of the State and Federal courts in Boston, Massachusetts; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Bank from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of Bank. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in, or subsequently provided by Borrower in accordance with, Section 10 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid. This Section 11 shall survive the termination of this AgreementINCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.

Appears in 1 contract

Samples: Loan and Security Agreement (Enernoc Inc)

CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER. Except as otherwise expressly provided in any of the Loan Documents, Massachusetts law governs the Loan Documents without regard to principles of conflicts of law. Borrower and Bank each submit to the exclusive jurisdiction of the State and Federal courts in Boston, Massachusetts; provided, however, that if for any reason Bank cannot avail itself of such courts in the Commonwealth of Massachusetts, Borrower accepts jurisdiction of the courts and venue in Santa Xxxxx County, California. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to operate to preclude Bank from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of Bank. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in, or subsequently provided by Borrower in accordance with, Section 10 at the beginning of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid. This Section 11 shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Exa Corp)

CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER. Except as otherwise expressly provided in any of the Loan Documents, Massachusetts New York law governs the Loan Documents without regard to principles of conflicts of law. Borrower and Bank each submit to the exclusive jurisdiction of the State and Federal courts in Boston, MassachusettsNew York; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Bank from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of Bank. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in, or subsequently provided by Borrower in accordance with, Section 10 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days Business Days after deposit in the U.S. mails, proper postage prepaid. This Section 11 shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Frankly Inc)

CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER. Except as otherwise expressly provided in any of the Loan Documents, Massachusetts law governs the Loan Documents without regard to principles of conflicts of lawlaw that would require the application of the laws of another jurisdiction. Borrower Borrower, Agent and Bank Lenders each irrevocably and unconditionally submit to the exclusive jurisdiction of the State and Federal courts in Boston, Massachusetts; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Bank Agent or any Lender from bringing suit or taking other legal action in any other jurisdiction with respect to the Loan Documents or to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of BankAgent or any Lender. Borrower expressly expressly, irrevocably and unconditionally submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby irrevocably and unconditionally consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in, or subsequently provided by Borrower in accordance with, Section 10 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid. This Section 11 shall survive the termination of this AgreementAgreement and the repayment of all Obligations.

Appears in 1 contract

Samples: Loan and Security Agreement (Liquidia Corp)

CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER. Except as otherwise expressly provided in any of the Loan Documents, Massachusetts 11.1 Governing Law; Consent to Jurisdiction. New York law governs the Loan Documents this Agreement without regard to principles of conflicts of law. ADMA, Borrower and Bank Lender each submit to the exclusive jurisdiction of the State and Federal courts in Bostonthe City of New York, Massachusetts; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Bank from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor Borough of BankManhattan. ADMA and Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and each of ADMA and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Each of ADMA and Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to ADMA or Borrower at the address set forth in, or subsequently provided by ADMA or Borrower in accordance with, Section 10 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of ADMA’s or Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, first class, registered or certified mail return receipt requested, proper postage prepaid. This Section 11 shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Subordinated Loan Agreement (Adma Biologics, Inc.)

CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER. Except as otherwise expressly provided in any of the Loan Documents, Massachusetts New York law governs the Loan Documents without regard to principles of conflicts of law. Borrower and Bank Lender each submit to the exclusive jurisdiction of the State and Federal courts in BostonErie County, MassachusettsNew York; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Bank Lender from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of BankLender. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in, or subsequently provided by to Borrower in accordance with, Section 10 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid. This Section 11 shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Ecoark Holdings, Inc.)

CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER. Except as otherwise expressly provided in any of the Loan Documents, Massachusetts New York law governs the Loan Documents without regard to principles of conflicts of law. Borrower Borrower, Agent and Bank Lenders each submit to the exclusive jurisdiction of the State and Federal courts in BostonNew York, MassachusettsNew York; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Bank Agent or Lenders from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of BankAgent or any Lender. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in, or subsequently provided by Borrower in accordance with, Section 10 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid. This Section 11 shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Subordinated Loan and Security Agreement (Everyday Health, Inc.)

CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER. Except as otherwise expressly provided in any of the Loan Documents, Massachusetts New York law governs the Loan Documents without regard to principles of conflicts of lawDocuments. Borrower and Bank Lender each submit to the exclusive jurisdiction of the State and Federal courts in BostonNew York, MassachusettsNew York; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Bank Lender from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of BankLender. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable equitable, relief as is deemed appropriate by such court. Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in, or subsequently provided by Borrower in accordance with, Section 10 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid. This Section 11 shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Novelion Therapeutics Inc.)

CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER. Except as otherwise expressly provided in any of the Loan Documents, Massachusetts law governs the Loan Documents without regard to principles of conflicts of law. Borrower and Bank each submit to the exclusive jurisdiction of the State and Federal courts in Boston, Massachusetts; provided, however, that if for any reason Bank cannot avail itself of such courts in the Commonwealth of Massachusetts, Borrower accepts jurisdiction of the courts and venue in Santa Xxxxx County, California. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to operate to preclude Bank from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of Bank. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in, or subsequently provided by Borrower in accordance with, Section 10 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower’s 's actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid. This Section 11 shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (NMS Communications Corp)

CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER. Except as otherwise expressly provided in any of the Loan Documents, Massachusetts New York law governs the Loan Documents without regard to principles Documents. Each of conflicts of law. Borrower the Borrower, the Agent and Bank each the Lenders submit to the exclusive jurisdiction of the State and Federal courts in BostonNew York, MassachusettsNew York; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Bank the Lenders from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of Bankthe Lenders. The Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and the Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable equitable, relief as is deemed appropriate by such court. The Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to the Borrower at the address set forth in, or subsequently provided by Borrower in accordance with, Section 10 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of the Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid. This Section 11 shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Novelion Therapeutics Inc.)

CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER. Except as otherwise expressly provided in any of the Loan Documents, Massachusetts law governs the Loan Documents without regard to principles of conflicts of law. Borrower and Bank each submit to the exclusive jurisdiction of the State and Federal courts in Boston, Massachusetts; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Bank from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of Bank. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in, or subsequently provided by Borrower in accordance with, Section 10 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid. BOTH PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL. This Section 11 shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Collegium Pharmaceutical, Inc)

CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER. Except as otherwise expressly provided in any of the Loan Documents, Massachusetts New York law governs the Loan Documents without regard to principles of conflicts of lawlaw (other than Section 5-1401 and Section 5-1402 of the New York General Obligations Law). Borrower Borrower, General Partner and Bank each submit to the exclusive jurisdiction of the State and Federal courts in Boston, Massachusettsthe Borough of Manhattan in New York City; provided, however, provided that nothing in this Agreement shall be deemed to operate to preclude Bank from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, Obligations or to enforce a judgment or other court order in favor of Bank. Each of Borrower expressly and General Partner submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and each of Borrower hereby and General Partner waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Each of Borrower hereby and General Partner waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower or General Partner, as applicable, at the address set forth in, or subsequently provided by Borrower in accordance with, Section 10 9 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower’s or General Partner’s, applicable, actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid. This Section 11 10 shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement

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