Consent to Jurisdiction, Etc. Each of the parties hereto hereby irrevocably consents and agrees that any action, suit or proceeding arising in connection with any disagreement, dispute, controversy or claim arising out of or relating to this Agreement (a “Legal Dispute”) shall be brought only to the exclusive jurisdiction of the federal or state courts of the Commonwealth of Virginia located in the Eastern District of Virginia, Alexandria Division. The parties hereto agree that, after a Legal Dispute is before a court as specified in this Section 16 and during the pendency of such Legal Dispute before such court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including, without limitation, any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each of the parties hereto hereby waives, and agrees not to assert, as a defense in any Legal Dispute, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in such court or that its property is exempt or immune from execution, that the action, suit or proceeding is brought in an inconvenient forum or that the venue of the action, suit or proceeding is improper. Each party hereto agrees that a final judgment in any action, suit or proceeding described in this Section 16 after the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
Appears in 4 contracts
Samples: Professional Services Agreement (Caliburn International Corp), Professional Services Agreement (Caliburn International Corp), Professional Services Agreement (Caliburn International Corp)
Consent to Jurisdiction, Etc. Each of the parties hereto Parties hereby irrevocably consents and agrees that any action, suit or proceeding arising in connection with any disagreement, dispute, controversy or claim arising out of or relating to this Agreement or any related document (for purposes of this Section, a “"Legal Dispute”") shall be brought only to the exclusive jurisdiction of the federal or state courts of the Commonwealth State of Virginia Delaware or the federal courts located in the Eastern District State of Virginia, Alexandria DivisionDelaware. The parties hereto Parties agree that, after a Legal Dispute is before a court as specified in this Section 16 10.7 and during the pendency of such Legal Dispute before such court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including, without limitation, any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each of the parties hereto Parties hereby waives, and agrees not to assert, as a defense in any Legal Disputelegal dispute, that it such Party is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in such court or that its such Party's property is exempt or immune from execution, that the action, suit or proceeding is brought in an inconvenient forum or that the venue of the action, suit or proceeding is improper. Each party Party hereto agrees that a final judgment in any action, suit or proceeding described in this Section 16 10.7 after the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawapplicable laws.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Phoenix International LTD Inc), Asset Purchase Agreement (London Bridge Software Holdings PLC)
Consent to Jurisdiction, Etc. Each of Except as otherwise expressly provided in this Agreement, the parties Parties hereto hereby irrevocably consents and agrees agree that any actionsuit, suit action or proceeding arising in connection with seeking to enforce any disagreementprovision of, dispute, controversy or claim based on any matter arising out of or relating to in connection with, this Agreement (a “Legal Dispute”) shall or the transactions contemplated hereby may be brought only to the exclusive jurisdiction of the federal or state courts of the Commonwealth State of Virginia New York or the federal courts located in the Eastern District New York, and each of Virginiathe Parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, Alexandria Divisionaction or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which 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 which is brought in any such court has been brought in an inconvenient forum. The parties hereto Parties agree that, after a Legal Dispute legal dispute is before a court as specified in this Section 16 13.7, and during the pendency of such Legal Dispute dispute before such court, all actions, suits suits, or proceedings with respect to such Legal Dispute dispute or any other Legal Disputedispute, including, including without limitation, any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each of the parties hereto hereby waives, and agrees not to assert, as a defense Process in any Legal Disputesuch suit, that it is not subject thereto or that such action, suit action or proceeding may not be brought served on any Party anywhere in the world, whether within or is not maintainable in without the jurisdiction of any such court or that its property is exempt or immune from execution, that the action, suit or proceeding is brought in an inconvenient forum or that the venue of the action, suit or proceeding is impropercourt. Each party Party hereto agrees that a final judgment in any action, suit or proceeding described in this Section 16 13.7 after the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawapplicable laws.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Commerce Planet), Asset Purchase Agreement (Commerce Planet)
Consent to Jurisdiction, Etc. Each of the parties hereto Parties hereby irrevocably consents and agrees that any action, suit or proceeding arising in connection with any disagreement, dispute, controversy or claim arising out of or relating to this Agreement or any related document (for purposes of this Section, a “"Legal Dispute”") shall be brought only to the exclusive jurisdiction of the federal or state courts of the Commonwealth State of Virginia Delaware or the federal courts located in the Eastern District State of Virginia, Alexandria DivisionDelaware. The parties hereto Parties agree that, after a Legal Dispute is before a court as specified in this Section 16 9.7 and during the pendency of such Legal Dispute before such court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including, without limitation, any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each of the parties hereto Parties hereby waives, and agrees not to assert, as a defense in any Legal Disputelegal dispute, that it such Party is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in such court or that its such Party's property is exempt or immune from execution, that the action, suit or proceeding is brought in an inconvenient forum or that the venue of the action, suit or proceeding is improper. Each party Party hereto agrees that a final judgment in any action, suit or proceeding described in this Section 16 9.7 after the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawapplicable laws.
Appears in 1 contract
Consent to Jurisdiction, Etc. Each of the parties hereto Parties hereby irrevocably consents and agrees that any action, suit or proceeding arising in connection with any disagreement, dispute, controversy or claim arising out of or relating to this Agreement Agreement, the Ancillary Documents or any related document (for purposes of this Section, a “"Legal Dispute”") shall be brought only to the exclusive jurisdiction of the federal or state courts of the Commonwealth State of Virginia Illinois or the federal courts located in the Eastern District State of Virginia, Alexandria DivisionIllinois. The parties hereto Parties agree that, after a Legal Dispute is before a court as specified in this Section 16 9.6 and during the pendency of such Legal Dispute before such court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including, without limitation, any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each of the parties hereto Parties hereby waives, and agrees not to assert, as a defense in any Legal Disputelegal dispute, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in such court or that its property is exempt or immune from execution, that the action, suit or proceeding is brought in an inconvenient forum or that the venue of the action, suit or proceeding is improper. Each party Party hereto agrees that a final judgment in any action, suit or proceeding described in this Section 16 9.6 after the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawapplicable laws.
Appears in 1 contract
Consent to Jurisdiction, Etc. Each of the parties hereto Parties hereby irrevocably consents and agrees that that, subject to Section 1.4(c) and Section 1.5(g), any action, suit or proceeding arising in connection with any disagreement, dispute, controversy or claim arising out of or relating to this Agreement or any related document (for purposes of this Section, a “Legal Dispute”) shall be brought only to the exclusive jurisdiction of the federal or state courts of the Commonwealth State of Virginia Delaware or the federal courts located in the Eastern District State of Virginia, Alexandria DivisionDelaware. The parties hereto Parties agree that, after a Legal Dispute is before a court as specified in this Section 16 8.7 and during the pendency of such Legal Dispute before such court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including, without limitation, any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each of the parties hereto Parties hereby waives, and agrees not to assert, as a defense in any Legal Disputelegal dispute, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in such court or that its property is exempt or immune from execution, that the action, suit or proceeding is brought in an inconvenient forum or that the venue of the action, suit or proceeding is improper. Each party Party hereto agrees that a final judgment in any action, suit or proceeding described in this Section 16 8.7 after the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawapplicable laws.
Appears in 1 contract
Samples: Securities Purchase Agreement (Repay Holdings Corp)
Consent to Jurisdiction, Etc. Each of the parties hereto Parties hereby irrevocably consents and agrees that any action, suit or proceeding arising in connection with any disagreement, dispute, controversy or claim arising out of or relating to this Agreement or any related document (for purposes of this Section, a “"Legal Dispute”") shall be brought only to the exclusive jurisdiction of the federal or state courts Courts of the Commonwealth State of Virginia California or the federal Courts located in the Eastern District State of Virginia, Alexandria DivisionCalifornia. The parties hereto Parties agree that, after a Legal Dispute is before a court Court as specified in this Section 16 10.7 and during the pendency of such Legal Dispute before such courtCourt, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including, without limitation, any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such courtCourt. Each of the parties hereto Parties hereby waives, and agrees not to assert, as a defense in any Legal Disputelegal dispute, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in such court Court or that its property is exempt or immune from execution, that the action, suit or proceeding is brought in an inconvenient forum or that the venue of the action, suit or proceeding is improper. Each party Party hereto agrees that a final judgment in any action, suit or proceeding described in this Section 16 10.7 after the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawapplicable Laws. This Section 10.7 shall not affect the obligation of the Parties to arbitrate Contested Claims (as defined in the Escrow Agreement) pursuant to Section 11 of the Escrow Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Internet Security Systems Inc/Ga)
Consent to Jurisdiction, Etc. Each of the parties hereto Party hereby irrevocably consents and agrees that any action, suit or proceeding arising in connection with any disagreement, dispute, controversy or claim arising out of or relating to this Agreement (a “Legal Dispute”) Dispute shall be brought only to the exclusive jurisdiction of the federal or state courts of the Commonwealth State of Virginia Missouri or the federal courts located in the Eastern District State of VirginiaMissouri, Alexandria Divisionand each Party hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding 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 they any such suit, action or proceeding that is brought in any such court has been brought in an inconvenient forum. The parties hereto agree that, after During the period a Legal Dispute that is filed in accordance with this Section 11.6 is pending before a court as specified in this Section 16 and during the pendency of such Legal Dispute before such court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including, without limitation, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each of the parties hereto Party hereby waives, and agrees shall not to assert, assert as a defense in any Legal Dispute, that it (a) such Party is not subject thereto or that thereto, (b) such action, suit or proceeding may not be brought or is not maintainable in such court or that its court, (c) such Party’s property is exempt or immune from execution, that the (d) such action, suit or proceeding is brought in an inconvenient forum or that (e) the venue of the such action, suit or proceeding is improper. Each party hereto agrees that a A final judgment in any action, suit or proceeding described in this Section 16 after 11.6 following the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawapplicable Laws.
Appears in 1 contract
Consent to Jurisdiction, Etc. Each of the parties hereto Parties hereby irrevocably consents and agrees that any action, suit or proceeding Action arising in connection with any disagreement, dispute, controversy or claim arising out of or relating to this Agreement or any Ancillary Document (for purposes of this Section 14.7, a “Legal Dispute”) shall be brought only to in the exclusive jurisdiction of the federal or state courts of the Commonwealth State of Virginia Delaware or the federal courts located in the Eastern District State of Virginia, Alexandria DivisionDelaware. The parties hereto Parties agree that, after a Legal Dispute is before a court as specified in this Section 16 14.7 and during the pendency of such Legal Dispute before such court, all actions, suits or proceedings Actions with respect to such Legal Dispute or any other Legal Dispute, including, without limitation, any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each of the parties hereto Parties hereby waives, and agrees not to assert, as a defense in any Legal DisputeDispute brought in any such court, that it is not subject thereto or to the jurisdiction of such court, that such action, suit or proceeding may not be brought or is not maintainable in such court or that its Party’s property is exempt or immune from executionexecution by such court, that the action, suit or proceeding Action is brought in an inconvenient forum or that the venue of the action, suit or proceeding Action is improper. Each party Party hereto agrees that a final judgment in any action, suit or proceeding Action described in this Section 16 14.7 after the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawApplicable Law.
Appears in 1 contract
Samples: Stock Purchase Agreement (Worthington Industries Inc)