Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Lessee hereby agrees and consents that any action or proceeding arising out of or brought to enforce the provisions of this Reimbursement Agreement may be brought in any appropriate court in Xxxxxxxxxx County, Maryland or Baltimore City, Maryland, all at the sole election of the Bank, and by the execution of this Reimbursement Agreement the Lessee irrevocably consents to the jurisdiction of each such court. (b) If for any reason the Lessee should become not qualified to do business in the State, the Lessee hereby agrees to designate and appoint, without power of revocation, an agent for service of process within the State, as the agent for the Lessee upon whom may be served all process, pleadings, notice or other papers which may be served upon the Lessee as a result of any of the Lessee’s obligations under this Reimbursement Agreement. (c) The Lessee covenants that throughout the period during which any of the Lessee’s obligations under this Reimbursement Agreement remain outstanding, if a new agent for service of process within the State is designated pursuant to the terms of subsection (b) of this Section, the Lessee will immediately file with the Bank the name and address of such new agent and the date on which such appointment is to become effective. (d) The Lessee and the Bank hereby jointly waive trial by jury in any action or proceeding to which the Lessee and the Bank may be parties, arising out of or in any way pertaining to this Reimbursement Agreement or any of the Letter of Credit Documents. It is agreed and understood that this waiver constitutes a waiver of trial by jury of all claims against all parties to such actions or proceedings who are parties to the Letter of Credit Documents and the Bond Documents. This waiver is knowingly, willingly and voluntarily made by the Lessee, and the Lessee hereby represents that no representations of fact or opinion have been made by any individual to induce this waiver of trial by jury or to in any way modify or nullify its effect. The Lessee further represents that it has been represented in the signing of this Reimbursement Agreement and in the making of this waiver by independent legal counsel, selected of its own free will, and that it has had the opportunity to discuss this waiver with counsel.
Appears in 2 contracts
Samples: Reimbursement Agreement (Human Genome Sciences Inc), Reimbursement Agreement (Human Genome Sciences Inc)
Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Lessee hereby agrees and consents that any action or proceeding Any Proceeding arising out of or brought relating to enforce the provisions of this Reimbursement Agreement may or any transaction contemplated hereby shall be brought in any appropriate court the Delaware Court of Chancery in Xxxxxxxxxx New Castle County, Maryland or Baltimore Cityin the event (but only in the event) that such court does not have subject matter jurisdiction over such action, Marylandthe United States District Court for the District of Delaware, all at the sole election and each of the BankParties hereby submits to the exclusive jurisdiction of such courts for the purpose of any such suit, action or other proceeding. A final judgment in any such Proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding arising out of this Agreement or the transactions contemplated hereby in such courts, and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding brought in any such court has been brought in an inconvenient forum or does not have jurisdiction over any Party. Each Party further agrees that service of any process, summons, notice or document by the execution of this Reimbursement Agreement the Lessee irrevocably consents U.S. registered mail to the jurisdiction of each such court.
Party’s respective address (b) If for any reason the Lessee should become not qualified to do business or in the Statecase of Seller, the Lessee hereby agrees to designate and appoint, without power of revocation, an agent for Seller’s address) set forth herein shall be effective service of process within the Statefor any such Proceeding. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, as the agent for the Lessee upon whom may be served all processPROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, pleadingsTORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, notice or other papers which may be served upon the Lessee as a result of any of the Lessee’s obligations under this Reimbursement AgreementTHE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF. EACH PARTY FURTHER WAIVES ANY RIGHT TO SEEK TO CONSOLIDATE ANY PROCEEDING IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER PROCEEDING IN WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED OR WARRANTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.9.
(c) The Lessee covenants that throughout the period during which any of the Lessee’s obligations under this Reimbursement Agreement remain outstanding, if a new agent for service of process within the State is designated pursuant to the terms of subsection (b) of this Section, the Lessee will immediately file with the Bank the name and address of such new agent and the date on which such appointment is to become effective.
(d) The Lessee and the Bank hereby jointly waive trial by jury in any action or proceeding to which the Lessee and the Bank may be parties, arising out of or in any way pertaining to this Reimbursement Agreement or any of the Letter of Credit Documents. It is agreed and understood that this waiver constitutes a waiver of trial by jury of all claims against all parties to such actions or proceedings who are parties to the Letter of Credit Documents and the Bond Documents. This waiver is knowingly, willingly and voluntarily made by the Lessee, and the Lessee hereby represents that no representations of fact or opinion have been made by any individual to induce this waiver of trial by jury or to in any way modify or nullify its effect. The Lessee further represents that it has been represented in the signing of this Reimbursement Agreement and in the making of this waiver by independent legal counsel, selected of its own free will, and that it has had the opportunity to discuss this waiver with counsel.
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Samples: Stock Purchase Agreement (Lin Television Corp), Stock Purchase Agreement (LIN Media LLC)
Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Lessee hereby agrees and consents that any action or proceeding Any claim arising out of or brought relating to enforce this Agreement or the provisions of this Reimbursement Agreement transactions contemplated hereby may be brought instituted in any appropriate Federal court in Xxxxxxxxxx County, Maryland or Baltimore City, Maryland, all at the sole election State of the BankNew York, and each party agrees not to assert, by the execution way of this Reimbursement Agreement the Lessee irrevocably consents motion, as a defense or otherwise, in any such claim, that it is not subject personally to the jurisdiction of each such court, that the claim is brought in an inconvenient forum, that the venue of the claim is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. Each party further irrevocably submits to the jurisdiction of such court in any such claim.
(b) If for any reason the Lessee should become not qualified to do business in the State, the Lessee hereby agrees to designate Any and appoint, without power of revocation, an agent for all service of process within and any other notice in any such claim shall be effective against any party if given personally or by registered or certified mail, return receipt requested, or by any other means of mail that requires a signed receipt, postage prepaid, mailed to such party as herein provided. Nothing herein contained shall be deemed to affect the State, as the agent for the Lessee upon whom may be served all process, pleadings, notice or other papers which may be served upon the Lessee as a result right of any of the Lessee’s obligations under this Reimbursement Agreementparty to serve process in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction.
(c) The Lessee covenants that throughout the period during which any of the Lessee’s obligations under this Reimbursement Agreement remain outstandingEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, if a new agent for service of process within the State is designated pursuant to the terms of subsection (b) of this Section, the Lessee will immediately file with the Bank the name and address of such new agent and the date on which such appointment is to become effectiveAND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY.
(d) The Lessee and the Bank hereby jointly waive trial by jury in any action or proceeding to which the Lessee and the Bank may be partiesEACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, arising out of or in any way pertaining to this Reimbursement Agreement or any of the Letter of Credit Documents. It is agreed and understood that this waiver constitutes a waiver of trial by jury of all claims against all parties to such actions or proceedings who are parties to the Letter of Credit Documents and the Bond Documents. This waiver is knowinglyAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, willingly and voluntarily made by the LesseeEXPRESSLY OR OTHERWISE, and the Lessee hereby represents that no representations of fact or opinion have been made by any individual to induce this waiver of trial by jury or to in any way modify or nullify its effect. The Lessee further represents that it has been represented in the signing of this Reimbursement Agreement and in the making of this waiver by independent legal counselTHAT SUCH OTHER PARTY WOULD NOT, selected of its own free willIN THE EVENT OF LITIGATION, and that it has had the opportunity to discuss this waiver with counselSEEK TO ENFORCE THE WAIVER IN SECTION 11.9(c), (ii) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (iii) SUCH PARTY MAKES SUCH WAIVER VOLUNTARILY AND (iv) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS, AGREEMENTS AND CERTIFICATIONS IN SECTION 11.9(c) AND THIS SECTION 11.9(d) .
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Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. Any suit, action or other proceeding arising out of or relating to this Agreement, any Ancillary Document or the Transactions shall be brought exclusively in the Delaware Court of Chancery, or in the event (abut only in the event) The Lessee that such court does not have subject matter jurisdiction over such action, the United States District Court for the District of Delaware and each of the parties hereto hereby submits to the exclusive jurisdiction of such courts for the purpose of any such suit, action or other proceeding. Each Party agrees to commence any action, suit or proceeding relating there in the Delaware Chancery Court. Each party further agrees that service of any process, summons, notice or document by registered mail to such Party’s respective address set forth in Section 11.1 above shall be effective service of process. A final judgment in any such suit, action or other proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably and consents that unconditionally waives any action objection to the laying of venue of any action, suit or proceeding arising out of this Agreement, the Ancillary Documents or brought the Transactions in such courts, and hereby irrevocably and unconditionally waives and agrees not to enforce the provisions of this Reimbursement Agreement may be plead or claim in any such court that any such Suit brought in any appropriate such court has been brought in Xxxxxxxxxx Countyan inconvenient forum. Each party further agrees that service of any process, Maryland summons, notice or Baltimore City, Maryland, all at the sole election of the Bank, and document by the execution of this Reimbursement Agreement the Lessee irrevocably consents U.S. registered mail to the jurisdiction of each such court.
(b) If for any reason the Lessee should become not qualified to do business in the State, the Lessee hereby agrees to designate and appoint, without power of revocation, an agent for party’s respective address set forth herein shall be effective service of process within the Statefor any Suit. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, as the agent for the Lessee upon whom may be served all processPROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, pleadingsTORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, notice or other papers which may be served upon the Lessee as a result of any of the Lessee’s obligations under this Reimbursement AgreementTHE ANCILLARY DOCUMENTS, THE TRANSACTIONS OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.
(c) The Lessee covenants that throughout the period during which any of the Lessee’s obligations under this Reimbursement Agreement remain outstanding, if a new agent for service of process within the State is designated pursuant to the terms of subsection (b) of this Section, the Lessee will immediately file with the Bank the name and address of such new agent and the date on which such appointment is to become effective.
(d) The Lessee and the Bank hereby jointly waive trial by jury in any action or proceeding to which the Lessee and the Bank may be parties, arising out of or in any way pertaining to this Reimbursement Agreement or any of the Letter of Credit Documents. It is agreed and understood that this waiver constitutes a waiver of trial by jury of all claims against all parties to such actions or proceedings who are parties to the Letter of Credit Documents and the Bond Documents. This waiver is knowingly, willingly and voluntarily made by the Lessee, and the Lessee hereby represents that no representations of fact or opinion have been made by any individual to induce this waiver of trial by jury or to in any way modify or nullify its effect. The Lessee further represents that it has been represented in the signing of this Reimbursement Agreement and in the making of this waiver by independent legal counsel, selected of its own free will, and that it has had the opportunity to discuss this waiver with counsel.
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Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Lessee hereby agrees and consents that any action or proceeding Any claim arising out of or brought relating to enforce this Agreement or the provisions of this Reimbursement Agreement may Transactions shall be brought instituted exclusively in any appropriate federal or state court in Xxxxxxxxxx located within the State of Delaware, New Castle County, Maryland and each party agrees not to assert, by way of motion, as a defense or Baltimore Cityotherwise, Marylandin any such claim, all at the sole election of the Bank, and by the execution of this Reimbursement Agreement the Lessee irrevocably consents that it is not subject personally to the jurisdiction of each such court, that the claim is brought in an inconvenient forum, that the venue of the claim is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. Each party further irrevocably submits to the jurisdiction of such courts in any such claim.
(b) If for any reason the Lessee should become not qualified to do business in the State, the Lessee hereby agrees to designate Any and appoint, without power of revocation, an agent for all service of process within and any other notice in any such claim shall be effective against any party if given personally or by registered or certified mail, return receipt requested, or by any other means of mail that requires a signed receipt, postage prepaid, mailed to such party as herein provided. Nothing herein contained shall be deemed to affect the State, as the agent for the Lessee upon whom may be served all process, pleadings, notice or other papers which may be served upon the Lessee as a result right of any of the Lessee’s obligations under this Reimbursement Agreementparty to serve process in any manner permitted by law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction.
(c) The Lessee covenants that throughout the period during which any of the Lessee’s obligations under this Reimbursement Agreement remain outstandingEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, if a new agent for service of process within the State is designated pursuant to the terms of subsection (b) of this Section, the Lessee will immediately file with the Bank the name and address of such new agent and the date on which such appointment is to become effectiveAND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY.
(d) The Lessee and the Bank hereby jointly waive trial by jury in any action or proceeding to which the Lessee and the Bank may be partiesEACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (1) NO REPRESENTATIVE, arising out of or in any way pertaining to this Reimbursement Agreement or any of the Letter of Credit Documents. It is agreed and understood that this waiver constitutes a waiver of trial by jury of all claims against all parties to such actions or proceedings who are parties to the Letter of Credit Documents and the Bond Documents. This waiver is knowinglyAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, willingly and voluntarily made by the LesseeEXPRESSLY OR OTHERWISE, and the Lessee hereby represents that no representations of fact or opinion have been made by any individual to induce this waiver of trial by jury or to in any way modify or nullify its effect. The Lessee further represents that it has been represented in the signing of this Reimbursement Agreement and in the making of this waiver by independent legal counselTHAT SUCH OTHER PARTY WOULD NOT, selected of its own free willIN THE EVENT OF LITIGATION, and that it has had the opportunity to discuss this waiver with counselSEEK TO ENFORCE THE WAIVER IN SECTION 11.12(c), (2) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (3) SUCH PARTY MAKES SUCH WAIVER VOLUNTARILY AND (4) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS, AGREEMENTS AND CERTIFICATIONS IN SECTION 11.12(c) AND THIS SECTION 11.12(d).
Appears in 1 contract
Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Lessee parties hereby irrevocably submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware, or, if no federal court in the State of Delaware accepts jurisdiction, any state court within the State of Delaware) over all Related Claims, and each party hereby irrevocably agrees that all Related Claims may be heard and determined in such courts. The parties hereby irrevocably and unconditionally 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 Related Claim brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties hereby consents that to process being served by any action or proceeding arising out party in any Related Claim by the delivery of or brought to enforce a copy thereof in accordance with the provisions of Section 11.1 (other than by electronic mail) along with a notification that service of process is being served in conformance with this Reimbursement Section 11.6. Nothing in this Agreement may be brought will affect the right of any party to serve process in any appropriate court in Xxxxxxxxxx Countyother manner permitted by Law. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY RELATED CLAIM IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, Maryland or Baltimore CityAND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY RELATED CLAIM BROUGHT BY OR AGAINST IT, MarylandDIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, all at the sole election of the BankANY RELATED CLAIMS, and by the execution of this Reimbursement Agreement the Lessee irrevocably consents to the jurisdiction of each such courtTHE DEBT FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING IN ANY ACTION, PROCEEDING OR COUNTERCLAIM AGAINST ANY FINANCING SOURCE.
(b) If for Notwithstanding anything herein to the contrary, each of the parties hereto hereby agrees that it will not, nor permit any reason of its Affiliates to, bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Lessee should become not qualified Financing Sources in any way relating to do business in the Statethis Agreement, the Lessee hereby agrees to designate and appointDebt Commitment Letter, without power of revocation, an agent for service of process within the State, as the agent for the Lessee upon whom may be served all process, pleadings, notice or other papers which may be served upon the Lessee as a result of any of the Lessee’s obligations under this Reimbursement Agreement.
(c) The Lessee covenants that throughout the period during which transactions contemplated hereby or thereby, including, without limitation, any of the Lessee’s obligations under this Reimbursement Agreement remain outstanding, if a new agent for service of process within the State is designated pursuant to the terms of subsection (b) of this Section, the Lessee will immediately file with the Bank the name and address of such new agent and the date on which such appointment is to become effective.
(d) The Lessee and the Bank hereby jointly waive trial by jury in any action or proceeding to which the Lessee and the Bank may be parties, dispute arising out of or relating in any way pertaining to this Reimbursement Agreement the Debt Financing or the performance thereof, in any forum other than the Supreme Court of the Letter State of Credit Documents. It New York, County of New York, located in the Borough of Manhattan, or, if under applicable law exclusive jurisdiction is agreed and understood that this waiver constitutes a waiver vested in the federal courts, the United States District Court for the Southern District of trial by jury of all claims against all parties to such actions or proceedings who are parties to the Letter of Credit Documents New York (and the Bond Documents. This waiver is knowingly, willingly and voluntarily made by the Lessee, and the Lessee hereby represents that no representations of fact or opinion have been made by any individual to induce this waiver of trial by jury or to in any way modify or nullify its effect. The Lessee further represents that it has been represented in the signing of this Reimbursement Agreement and in the making of this waiver by independent legal counsel, selected of its own free willappellate courts thereof), and that it has had the opportunity provisions of Section 11.6(a) relating to discuss this the waiver with counselof jury trial shall apply to any such action, cause of action, claim, cross-claim or third-party claim.
Appears in 1 contract
Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Lessee hereby Each Party agrees and consents that any action or proceeding Proceeding arising out of or relating to this Agreement or any transaction contemplated hereby shall be brought exclusively in the Delaware Court of Chancery in New Castle County, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such Proceeding, the United States District Court for the District of Delaware, or in the event (but only in the event) that such courts do not have subject matter jurisdiction over such Proceeding, any state court within the state of Delaware, and each of the Parties hereby submits to enforce the provisions exclusive jurisdiction of this Reimbursement Agreement such courts for itself and with respect to its property, generally and unconditionally, for the purpose of any such Proceeding. A final judgment in any such Proceeding may be brought enforced in other jurisdictions by suit on the judgment or in any appropriate court in Xxxxxxxxxx County, Maryland or Baltimore City, Maryland, all at the sole election of the Bank, and other manner provided by the execution of this Reimbursement Agreement the Lessee irrevocably consents Law. Each Party agrees not to the jurisdiction of each such court.
(b) If for commence any reason the Lessee should become not qualified to do business in the State, the Lessee hereby agrees to designate and appoint, without power of revocation, an agent for service of process within the State, as the agent for the Lessee upon whom may be served all process, pleadings, notice or other papers which may be served upon the Lessee as a result of any of the Lessee’s obligations under this Reimbursement Agreement.
(c) The Lessee covenants that throughout the period during which any of the Lessee’s obligations under this Reimbursement Agreement remain outstanding, if a new agent for service of process within the State is designated pursuant to the terms of subsection (b) of this Section, the Lessee will immediately file with the Bank the name and address of such new agent and the date on which such appointment is to become effective.
(d) The Lessee and the Bank hereby jointly waive trial by jury in any action or proceeding to which the Lessee and the Bank may be parties, Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby except in the courts described above (other than actions in any way pertaining court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described above), irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding arising out of or relating to this Reimbursement Agreement or the transactions contemplated hereby in any such court, and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding brought in any such court has been brought in an inconvenient forum or does not have jurisdiction over any Party. Each Party agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address (or in the case of the Letter Xxxxxx Shareholders, the Shareholders’ Representative’s address) set forth herein shall be effective service of Credit Documentsprocess for any such Proceeding. It is agreed and understood that this waiver constitutes a waiver of trial by jury of all claims against all parties to such actions or proceedings who are parties to the Letter of Credit Documents and the Bond DocumentsEACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, STATUTE OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF. This waiver is knowinglyEACH PARTY FURTHER WAIVES ANY RIGHT TO SEEK TO CONSOLIDATE ANY PROCEEDING IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER PROCEEDING IN WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, willingly and voluntarily made by the LesseeAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED OR WARRANTED, and the Lessee hereby represents that no representations of fact or opinion have been made by any individual to induce this waiver of trial by jury or to in any way modify or nullify its effect. The Lessee further represents that it has been represented in the signing of this Reimbursement Agreement and in the making of this waiver by independent legal counselEXPRESSLY OR OTHERWISE, selected of its own free willTHAT SUCH OTHER PARTY WOULD NOT, and that it has had the opportunity to discuss this waiver with counselIN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 8.09.
Appears in 1 contract
Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Lessee hereby Each Party agrees and consents that any action or proceeding Proceeding arising out of or relating to this Agreement or any transaction contemplated hereby shall be brought exclusively in the Supreme Court of the State of New York, New York County, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such Proceeding, the United States District Court for the Southern District of New York, and each of the Parties hereby submits to the exclusive jurisdiction of such courts for itself and with respect to its property, generally and unconditionally, for the purpose of any such Proceeding. A final judgment in any such Proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Xxx. Each Party agrees not to commence any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby except in the courts described above (other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in New York as described above), irrevocably and unconditionally waives any objection to the provisions laying of venue of any Proceeding arising out of or relating to this Reimbursement Agreement may be or the transactions contemplated hereby in any such court, and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding brought in any appropriate such court has been brought in Xxxxxxxxxx Countyan inconvenient forum or does not have jurisdiction over any Party. Each Party agrees that service of any process, Maryland summons, notice or Baltimore City, Maryland, all at the sole election document by U.S. registered mail to such Party’s respective address set forth herein shall be effective service of the Bank, and by the execution of this Reimbursement Agreement the Lessee irrevocably consents to the jurisdiction of each process for any such courtProceeding.
(b) If for any reason the Lessee should become not qualified to do business in the StateEACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, the Lessee hereby agrees to designate and appointTORT, without power of revocationSTATUTE OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, an agent for service of process within the StateTHE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, as the agent for the Lessee upon whom may be served all processADMINISTRATION, pleadingsPERFORMANCE AND ENFORCEMENT HEREOF. EACH PARTY FURTHER WAIVES ANY RIGHT TO SEEK TO CONSOLIDATE ANY PROCEEDING IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER PROCEEDING IN WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, notice or other papers which may be served upon the Lessee as a result of any of the Lessee’s obligations under this Reimbursement AgreementAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED OR WARRANTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.10.
(c) The Lessee covenants that throughout the period during which any of the Lessee’s obligations under this Reimbursement Agreement remain outstanding, if a new agent for service of process within the State is designated pursuant to the terms of subsection (b) of this Section, the Lessee will immediately file with the Bank the name and address of such new agent and the date on which such appointment is to become effective.
(d) The Lessee and the Bank hereby jointly waive trial by jury in any action or proceeding to which the Lessee and the Bank may be parties, arising out of or in any way pertaining to this Reimbursement Agreement or any of the Letter of Credit Documents. It is agreed and understood that this waiver constitutes a waiver of trial by jury of all claims against all parties to such actions or proceedings who are parties to the Letter of Credit Documents and the Bond Documents. This waiver is knowingly, willingly and voluntarily made by the Lessee, and the Lessee hereby represents that no representations of fact or opinion have been made by any individual to induce this waiver of trial by jury or to in any way modify or nullify its effect. The Lessee further represents that it has been represented in the signing of this Reimbursement Agreement and in the making of this waiver by independent legal counsel, selected of its own free will, and that it has had the opportunity to discuss this waiver with counsel.
Appears in 1 contract
Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Lessee hereby agrees and consents that any action or proceeding Any claim arising out of or brought relating to enforce this Agreement or the provisions of this Reimbursement Agreement transactions contemplated hereby may be brought instituted in any appropriate federal court in Xxxxxxxxxx County, Maryland or Baltimore City, Maryland, all at the sole election State of the BankNew York, and each party hereto agrees not to assert, by the execution way of this Reimbursement Agreement the Lessee irrevocably consents motion, as a defense or otherwise, in any such claim, that it is not subject personally to the jurisdiction of each such court, that the claim is brought in an inconvenient forum, that the venue of the claim is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. Each party hereto further irrevocably submits to the jurisdiction of such court in any such claim.
(b) If for any reason the Lessee should become not qualified to do business in the State, the Lessee hereby agrees to designate Any and appoint, without power of revocation, an agent for all service of process within and any other notice in any such claim shall be effective against any party hereto if given personally or by registered or certified mail, return receipt requested, or by any other means of mail that requires a signed receipt, postage prepaid, mailed to such party as herein provided. Nothing herein contained shall be deemed to affect the State, as the agent for the Lessee upon whom may be served all process, pleadings, notice or other papers which may be served upon the Lessee as a result right of any of the Lessee’s obligations under this Reimbursement Agreementparty hereto to serve process in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other party hereto in any other jurisdiction.
(c) The Lessee covenants that throughout the period during which any of the Lessee’s obligations under this Reimbursement Agreement remain outstandingEACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, if a new agent for service of process within the State is designated pursuant to the terms of subsection (b) of this Section, the Lessee will immediately file with the Bank the name and address of such new agent and the date on which such appointment is to become effectiveAND THEREFORE EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY.
(d) The Lessee and the Bank hereby jointly waive trial by jury in any action or proceeding to which the Lessee and the Bank may be partiesEACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, arising out of or in any way pertaining to this Reimbursement Agreement or any of the Letter of Credit Documents. It is agreed and understood that this waiver constitutes a waiver of trial by jury of all claims against all parties to such actions or proceedings who are parties to the Letter of Credit Documents and the Bond Documents. This waiver is knowinglyAGENT OR ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, willingly and voluntarily made by the LesseeEXPRESSLY OR OTHERWISE, and the Lessee hereby represents that no representations of fact or opinion have been made by any individual to induce this waiver of trial by jury or to in any way modify or nullify its effect. The Lessee further represents that it has been represented in the signing of this Reimbursement Agreement and in the making of this waiver by independent legal counselTHAT SUCH OTHER PARTY WOULD NOT, selected of its own free willIN THE EVENT OF LITIGATION, and that it has had the opportunity to discuss this waiver with counselSEEK TO ENFORCE THE WAIVER IN SECTION 12.1(c), (ii) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (iii) SUCH PARTY MAKES SUCH WAIVER VOLUNTARILY AND (iv) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS, AGREEMENTS AND CERTIFICATIONS IN SECTION 12.1(c) AND THIS SECTION 12.1(d).
Appears in 1 contract
Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Lessee hereby agrees and consents that any action or proceeding Any claim arising out of or brought relating to enforce this Agreement or the provisions of this Reimbursement Agreement transactions contemplated hereby may be brought instituted in any appropriate Federal court in Xxxxxxxxxx County, Maryland or Baltimore City, Maryland, all at the sole election State of the BankNew York, and each party agrees not to assert, by the execution way of this Reimbursement Agreement the Lessee irrevocably consents motion, as a defense or otherwise, in any such claim, that it is not subject personally to the jurisdiction of each such court, that the claim is brought in an inconvenient forum, that the venue of the claim is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. Each party further irrevocably submits to the jurisdiction of such court in any such claim.
(b) If for any reason the Lessee should become not qualified to do business in the State, the Lessee hereby agrees to designate Any and appoint, without power of revocation, an agent for all service of process within and any other notice in any such claim shall be effective against any party if given personally or by registered or certified mail, return receipt requested, or by any other means of mail that requires a signed receipt, postage prepaid, mailed to such party as herein provided. Nothing herein contained shall be deemed to affect the State, as the agent for the Lessee upon whom may be served all process, pleadings, notice or other papers which may be served upon the Lessee as a result right of any of the Lessee’s obligations under this Reimbursement Agreementparty to serve process in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction.
(c) The Lessee covenants that throughout the period during which any of the Lessee’s obligations under this Reimbursement Agreement remain outstandingEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, if a new agent for service of process within the State is designated pursuant to the terms of subsection (b) of this Section, the Lessee will immediately file with the Bank the name and address of such new agent and the date on which such appointment is to become effectiveAND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY.
(d) The Lessee and the Bank hereby jointly waive trial by jury in any action or proceeding to which the Lessee and the Bank may be partiesEACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, arising out of or in any way pertaining to this Reimbursement Agreement or any of the Letter of Credit Documents. It is agreed and understood that this waiver constitutes a waiver of trial by jury of all claims against all parties to such actions or proceedings who are parties to the Letter of Credit Documents and the Bond Documents. This waiver is knowinglyAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, willingly and voluntarily made by the LesseeEXPRESSLY OR OTHERWISE, and the Lessee hereby represents that no representations of fact or opinion have been made by any individual to induce this waiver of trial by jury or to in any way modify or nullify its effect. The Lessee further represents that it has been represented in the signing of this Reimbursement Agreement and in the making of this waiver by independent legal counselTHAT SUCH OTHER PARTY WOULD NOT, selected of its own free willIN THE EVENT OF LITIGATION, and that it has had the opportunity to discuss this waiver with counselSEEK TO ENFORCE THE WAIVER IN SECTION 11.9(c), (ii) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (iii) SUCH PARTY MAKES SUCH WAIVER VOLUNTARILY AND (iv) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS, AGREEMENTS AND CERTIFICATIONS IN SECTION 11.9(c) AND THIS SECTION 11.9(d).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Deerfield Triarc Capital Corp)
Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Lessee hereby Each of the parties hereto agrees and consents that any action dispute, controversy or proceeding claim arising out of or brought relating to enforce this Guarantee shall be resolved only in the provisions Courts of the State of New York sitting in the County of New York or the United States District Court for the Southern District of New York and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each of the Parties by this Reimbursement Agreement Guarantee irrevocably and unconditionally:
(i) submits for itself and its property in any Action relating to this Guarantee, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Courts of the State of New York sitting in the County of New York, the court of the United States of America for the Southern District of New York, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any such Action shall be heard and determined in such New York State court or, to the extent permitted by Law, in such federal court;
(ii) consents that any such Action may and shall be brought in such courts and waives any appropriate objection that it may now or hereafter have to the venue or jurisdiction of any such Action in any such court or that such Action was brought in Xxxxxxxxxx Countyan inconvenient court and agrees not to plead or claim the same;
(iii) agrees that service of process in any such Action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), Maryland postage prepaid, to such party at its address as provided herein (with respect to the Guarantor) or Baltimore City, Maryland, all at in the sole election Purchase Agreement (with respect to the Beneficiaries); and
(iv) agrees that nothing in this Guarantee shall affect the right to effect service of process in any other manner permitted by the Laws of the Bank, and by the execution State of this Reimbursement Agreement the Lessee irrevocably consents to the jurisdiction of each such courtNew York.
(b) If for any reason the Lessee should become not qualified to do business in the StateEACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS GUARANTEE IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, the Lessee hereby agrees to designate and appointAND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, without power of revocationTO THE FULLEST EXTENT PERMITTED BY LAW, an agent for service of process within the StateANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTEE, as the agent for the Lessee upon whom may be served all processTHE PURCHASE AGREEMENT, pleadingsTHE CONTRIBUTION AGREEMENT OR ANY RELATED DOCUMENT. EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, notice or other papers which may be served upon the Lessee as a result of any of the Lessee’s obligations under this Reimbursement AgreementAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTEE, THE RELATED DOCUMENTS AND ANY OTHER TRANSACTION DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 16.
(c) The Lessee covenants that throughout the period during which any of the Lessee’s obligations under this Reimbursement Agreement remain outstanding, if a new agent for service of process within the State is designated pursuant to the terms of subsection (b) of this Section, the Lessee will immediately file with the Bank the name and address of such new agent and the date on which such appointment is to become effective.
(d) The Lessee and the Bank hereby jointly waive trial by jury in any action or proceeding to which the Lessee and the Bank may be parties, arising out of or in any way pertaining to this Reimbursement Agreement or any of the Letter of Credit Documents. It is agreed and understood that this waiver constitutes a waiver of trial by jury of all claims against all parties to such actions or proceedings who are parties to the Letter of Credit Documents and the Bond Documents. This waiver is knowingly, willingly and voluntarily made by the Lessee, and the Lessee hereby represents that no representations of fact or opinion have been made by any individual to induce this waiver of trial by jury or to in any way modify or nullify its effect. The Lessee further represents that it has been represented in the signing of this Reimbursement Agreement and in the making of this waiver by independent legal counsel, selected of its own free will, and that it has had the opportunity to discuss this waiver with counsel.
Appears in 1 contract
Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Lessee hereby Each Party agrees and consents that any action or proceeding Proceeding arising out of or relating to this Agreement or any transaction contemplated hereby shall be brought exclusively in the Delaware Court of Chancery in New Castle County, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action, the United States District Court for the District of Delaware, and each of the Parties hereby submits to the exclusive jurisdiction of such courts for itself and with respect to its property, generally and unconditionally, for the purpose of any such Proceeding. A final judgment in any such Proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party agrees not to commence any Proceeding arising out of this Agreement or the transactions contemplated except in the courts described above (other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described above), irrevocably and unconditionally waives any objection to the provisions laying of venue of any Proceeding arising out of this Reimbursement Agreement may be or the transactions contemplated hereby in any such court, and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding brought in any appropriate such court has been brought in Xxxxxxxxxx Countyan inconvenient forum or does not have jurisdiction over any Party. Each Party further agrees that service of any process, Maryland summons, notice or Baltimore City, Maryland, all at the sole election of the Bank, and document by the execution of this Reimbursement Agreement the Lessee irrevocably consents U.S. registered mail to the jurisdiction of each such court.
(b) If for any reason the Lessee should become not qualified to do business in the State, the Lessee hereby agrees to designate and appoint, without power of revocation, an agent for Party’s respective address set forth herein shall be effective service of process within the Statefor any such Proceeding. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, as the agent for the Lessee upon whom may be served all processPROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, pleadingsTORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, notice or other papers which may be served upon the Lessee as a result of any of the Lessee’s obligations under this Reimbursement AgreementTHE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF. EACH PARTY FURTHER WAIVES ANY RIGHT TO SEEK TO CONSOLIDATE ANY PROCEEDING IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER PROCEEDING IN WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED OR WARRANTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.10.
(c) The Lessee covenants that throughout the period during which any of the Lessee’s obligations under this Reimbursement Agreement remain outstanding, if a new agent for service of process within the State is designated pursuant to the terms of subsection (b) of this Section, the Lessee will immediately file with the Bank the name and address of such new agent and the date on which such appointment is to become effective.
(d) The Lessee and the Bank hereby jointly waive trial by jury in any action or proceeding to which the Lessee and the Bank may be parties, arising out of or in any way pertaining to this Reimbursement Agreement or any of the Letter of Credit Documents. It is agreed and understood that this waiver constitutes a waiver of trial by jury of all claims against all parties to such actions or proceedings who are parties to the Letter of Credit Documents and the Bond Documents. This waiver is knowingly, willingly and voluntarily made by the Lessee, and the Lessee hereby represents that no representations of fact or opinion have been made by any individual to induce this waiver of trial by jury or to in any way modify or nullify its effect. The Lessee further represents that it has been represented in the signing of this Reimbursement Agreement and in the making of this waiver by independent legal counsel, selected of its own free will, and that it has had the opportunity to discuss this waiver with counsel.
Appears in 1 contract
Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Lessee hereby Each Party agrees and consents that any action or proceeding Proceeding arising out of or relating to this Agreement or any transaction contemplated hereby shall be brought exclusively in the Delaware Court of Chancery in New Castle County, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such Proceeding, the United States District Court for the District of Delaware, and each of the Parties hereby submits to enforce the provisions exclusive jurisdiction of this Reimbursement Agreement such courts for itself and with respect to its property, generally and unconditionally, for the purpose of any such Proceeding. A final judgment in any such Proceeding may be brought enforced in other jurisdictions by suit on the judgment or in any appropriate court in Xxxxxxxxxx County, Maryland or Baltimore City, Maryland, all at the sole election of the Bank, and other manner provided by the execution of this Reimbursement Agreement the Lessee irrevocably consents Law. Each Party agrees not to the jurisdiction of each such court.
(b) If for commence any reason the Lessee should become not qualified to do business in the State, the Lessee hereby agrees to designate and appoint, without power of revocation, an agent for service of process within the State, as the agent for the Lessee upon whom may be served all process, pleadings, notice or other papers which may be served upon the Lessee as a result of any of the Lessee’s obligations under this Reimbursement Agreement.
(c) The Lessee covenants that throughout the period during which any of the Lessee’s obligations under this Reimbursement Agreement remain outstanding, if a new agent for service of process within the State is designated pursuant to the terms of subsection (b) of this Section, the Lessee will immediately file with the Bank the name and address of such new agent and the date on which such appointment is to become effective.
(d) The Lessee and the Bank hereby jointly waive trial by jury in any action or proceeding to which the Lessee and the Bank may be parties, Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby except in the courts described above (other than actions in any way pertaining court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described above), irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding arising out of or relating to this Reimbursement Agreement or the transactions contemplated hereby in any such court, and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding brought in any such court has been brought in an inconvenient forum or does not have jurisdiction over any Party. Each Party agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address (or in the case of the Letter Sole Member, the Sole Member’s address) set forth herein shall be effective service of Credit Documentsprocess for any such Proceeding. It is agreed and understood that this waiver constitutes a waiver of trial by jury of all claims against all parties to such actions or proceedings who are parties to the Letter of Credit Documents and the Bond DocumentsEACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, STATUTE OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF. This waiver is knowinglyEACH PARTY FURTHER WAIVES ANY RIGHT TO SEEK TO CONSOLIDATE ANY PROCEEDING IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER PROCEEDING IN WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, willingly and voluntarily made by the LesseeAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED OR WARRANTED, and the Lessee hereby represents that no representations of fact or opinion have been made by any individual to induce this waiver of trial by jury or to in any way modify or nullify its effect. The Lessee further represents that it has been represented in the signing of this Reimbursement Agreement and in the making of this waiver by independent legal counselEXPRESSLY OR OTHERWISE, selected of its own free willTHAT SUCH OTHER PARTY WOULD NOT, and that it has had the opportunity to discuss this waiver with counselIN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.10.
Appears in 1 contract
Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Lessee hereby Each Party agrees and consents that any action or proceeding Proceeding arising out of or relating to this Agreement or any transaction contemplated hereby shall be brought exclusively in the Delaware Court of Chancery in New Castle County, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such Proceeding, the United States District Court for the District of Delaware, and each of the Parties hereby submits to the exclusive jurisdiction of such courts for itself and with respect to its property, generally and unconditionally, for the purpose of any such Proceeding. A final judgment in any such Proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party agrees not to commence any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby except in the courts described above (other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described above), irrevocably and unconditionally waives any objection to the provisions laying of venue of any Proceeding arising out of or relating to this Reimbursement Agreement may be or the transactions contemplated hereby in any such court, and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding brought in any appropriate such court has been brought in Xxxxxxxxxx Countyan inconvenient forum or does not have jurisdiction over any Party. Each Party agrees that service of any process, Maryland summons, notice or Baltimore City, Maryland, all at document by U.S. registered mail to such Party’s respective address (or in the sole election case of the BankShareholders, and by the execution Shareholders’ Representative’s address) set forth herein shall be effective service of this Reimbursement Agreement the Lessee irrevocably consents to the jurisdiction of each process for any such courtProceeding.
(b) If for any reason the Lessee should become not qualified to do business in the StateEACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, the Lessee hereby agrees to designate and appointTORT, without power of revocationSTATUTE OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, an agent for service of process within the StateTHE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, as the agent for the Lessee upon whom may be served all processADMINISTRATION, pleadingsPERFORMANCE AND ENFORCEMENT HEREOF. EACH PARTY FURTHER WAIVES ANY RIGHT TO SEEK TO CONSOLIDATE ANY PROCEEDING IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER PROCEEDING IN WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, notice or other papers which may be served upon the Lessee as a result of any of the Lessee’s obligations under this Reimbursement AgreementAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED OR WARRANTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.10.
(c) The Lessee covenants that throughout the period during which any of the Lessee’s obligations under this Reimbursement Agreement remain outstanding, if a new agent for service of process within the State is designated pursuant to the terms of subsection (b) of this Section, the Lessee will immediately file with the Bank the name and address of such new agent and the date on which such appointment is to become effective.
(d) The Lessee and the Bank hereby jointly waive trial by jury in any action or proceeding to which the Lessee and the Bank may be parties, arising out of or in any way pertaining to this Reimbursement Agreement or any of the Letter of Credit Documents. It is agreed and understood that this waiver constitutes a waiver of trial by jury of all claims against all parties to such actions or proceedings who are parties to the Letter of Credit Documents and the Bond Documents. This waiver is knowingly, willingly and voluntarily made by the Lessee, and the Lessee hereby represents that no representations of fact or opinion have been made by any individual to induce this waiver of trial by jury or to in any way modify or nullify its effect. The Lessee further represents that it has been represented in the signing of this Reimbursement Agreement and in the making of this waiver by independent legal counsel, selected of its own free will, and that it has had the opportunity to discuss this waiver with counsel.
Appears in 1 contract
Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Lessee hereby agrees and consents that any action or proceeding Any claim arising out of or brought relating to enforce this Agreement or the provisions of this Reimbursement Agreement transactions contemplated hereby may be brought instituted in any appropriate court in Xxxxxxxxxx County, Maryland or Baltimore City, Maryland, all at the sole election of the Bankstate or federal courts located in Delaware, and each party hereby agrees not to assert, by the execution way of this Reimbursement Agreement the Lessee irrevocably consents motion, as a defense or otherwise, in any such claim, that it, he or she is not subject personally to the jurisdiction of each such court, that the claim is brought in an inconvenient forum, that the venue of the claim is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. Each party further irrevocably submits to the jurisdiction of such court in any such claim.
(b) If for any reason the Lessee should become not qualified to do business in the State, the Lessee hereby agrees to designate Any and appoint, without power of revocation, an agent for all service of process within and any other notice in any such claim shall be effective against any party if given personally or by registered or certified mail, return receipt requested or by any other means of delivery that requires a signed receipt, postage prepaid, mailed to such party as herein provided. Nothing herein contained shall be deemed to affect the State, as the agent for the Lessee upon whom may be served all process, pleadings, notice or other papers which may be served upon the Lessee as a result right of any of the Lessee’s obligations under this Reimbursement Agreementparty to serve process in any manner permitted by law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction.
(c) The Lessee covenants that throughout the period during which any of the Lessee’s obligations under this Reimbursement Agreement remain outstandingEACH PARTY ACKNOWLEGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, if a new agent for service of process within the State is designated pursuant to the terms of subsection (b) of this Section, the Lessee will immediately file with the Bank the name and address of such new agent and the date on which such appointment is to become effectiveAND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY.
(d) The Lessee and the Bank hereby jointly waive trial by jury in any action or proceeding to which the Lessee and the Bank may be partiesEACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, arising out of or in any way pertaining to this Reimbursement Agreement or any of the Letter of Credit Documents. It is agreed and understood that this waiver constitutes a waiver of trial by jury of all claims against all parties to such actions or proceedings who are parties to the Letter of Credit Documents and the Bond Documents. This waiver is knowinglyAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, willingly and voluntarily made by the LesseeEXPRESSLY OR OTHERWISE, and the Lessee hereby represents that no representations of fact or opinion have been made by any individual to induce this waiver of trial by jury or to in any way modify or nullify its effect. The Lessee further represents that it has been represented in the signing of this Reimbursement Agreement and in the making of this waiver by independent legal counselTHAT SUCH OTHER PARTY WOULD NOT, selected of its own free willIN THE EVENT OF LITIGATION, and that it has had the opportunity to discuss this waiver with counselSEEK TO ENFORCE THE WAIVER IN SECTION 5.8(c), (ii) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (iii) SUCH PARTY MAKES SUCH WAIVER VOLUNTARILY AND (iv) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS, AGREEMENTS AND CERTIFICATIONS IN SECTION 5.8 (c) AND THIS SECTION 5.8(d).
Appears in 1 contract
Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. Any suit, action or other proceeding arising out of or relating to this Agreement or any transaction contemplated hereby shall be brought exclusively in the Delaware Court of Chancery in New Castle County, or in the event (abut only in the event) The Lessee that such court does not have subject matter jurisdiction over such action, the United States District Court for the District of Delaware, and each of the parties hereto hereby agrees irrevocably submits to the exclusive jurisdiction of such courts for the purpose of any such suit, action or other proceeding. A final judgment in any such suit, action or other proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably and consents that unconditionally waives any action objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or brought the transactions contemplated hereby in such courts, and hereby irrevocably and unconditionally waives and agrees not to enforce the provisions of this Reimbursement Agreement may be plead or claim in any such court that any such action, suit or proceeding brought in any appropriate such court has been brought in Xxxxxxxxxx Countyan inconvenient forum. Each party further agrees that service of any process, Maryland summons, notice or Baltimore City, Maryland, all at the sole election of the Bank, and document by the execution of this Reimbursement Agreement the Lessee irrevocably consents U.S. registered mail to the jurisdiction of each such court.
(b) If for any reason the Lessee should become not qualified to do business in the State, the Lessee hereby agrees to designate and appoint, without power of revocation, an agent for party’s respective address set forth herein shall be effective service of process within for any such action, suit or proceeding. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE DEBT COMMITMENT LETTER, THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF. Notwithstanding clause (a) above, the Stateparties hereto agree that none of them will bring or support any suit, as the agent for the Lessee upon whom may be served all process, pleadings, notice action or other papers which may be served upon the Lessee as a result proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any of the Lessee’s obligations under this Reimbursement Agreement.
(c) The Lessee covenants that throughout the period during which any of the Lessee’s obligations under this Reimbursement Agreement remain outstanding, if a new agent for service of process within the State is designated pursuant to the terms of subsection (b) of this Section, the Lessee will immediately file with the Bank the name and address of such new agent and the date on which such appointment is to become effective.
(d) The Lessee and the Bank hereby jointly waive trial by jury in any action or proceeding to which the Lessee and the Bank may be parties, arising out of or Lenders in any way pertaining relating to this Reimbursement Agreement or any of the Letter transactions contemplated by this Agreement, including but not limited to any dispute arising out of Credit Documents. It is agreed and understood that this waiver constitutes a waiver of trial by jury of all claims against all parties to such actions or proceedings who are parties to the Letter of Credit Documents and the Bond Documents. This waiver is knowingly, willingly and voluntarily made by the Lessee, and the Lessee hereby represents that no representations of fact or opinion have been made by any individual to induce this waiver of trial by jury or to relating in any way modify to the Debt Commitment Letter or nullify its effect. The Lessee further represents that it has been represented the performance thereof, in any forum other than federal and New York state courts located in the signing Borough of this Reimbursement Agreement Manhattan within the City of New York (and in the making of this waiver by independent legal counsel, selected of its own free will, and that it has had the opportunity to discuss this waiver with counselappellate courts thereof).
Appears in 1 contract
Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Lessee hereby agrees and consents that any action or proceeding Any Proceeding arising out of or relating to this Agreement or any transaction contemplated hereby shall be brought exclusively in the Delaware Court of Chancery in New Castle County, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action, the United States District Court for the District of Delaware, and each of the Parties hereby submits to enforce the provisions exclusive jurisdiction of such courts for the purpose of any such Proceeding. A final judgment in any such Proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding arising out of this Reimbursement Agreement may be or the transactions contemplated hereby in such courts, and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding brought in any appropriate such court has been brought in Xxxxxxxxxx Countyan inconvenient forum or does not have jurisdiction over any Party. Each Party further agrees that service of any process, Maryland summons, notice or Baltimore City, Maryland, all at the sole election of the Bank, and document by the execution of this Reimbursement Agreement the Lessee irrevocably consents U.S. registered mail to the jurisdiction of each such court.
(b) If for any reason the Lessee should become not qualified to do business in the State, the Lessee hereby agrees to designate and appoint, without power of revocation, an agent for Party’s respective address set forth herein shall be effective service of process within the Statefor any such Proceeding. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, as the agent for the Lessee upon whom may be served all processPROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, pleadingsTORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, notice or other papers which may be served upon the Lessee as a result of any of the Lessee’s obligations under this Reimbursement AgreementTHE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF. EACH PARTY FURTHER WAIVES ANY RIGHT TO SEEK TO CONSOLIDATE ANY PROCEEDING IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER PROCEEDING IN WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED OR WARRANTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.11.
(c) The Lessee covenants that throughout the period during which any of the Lessee’s obligations under this Reimbursement Agreement remain outstanding, if a new agent for service of process within the State is designated pursuant to the terms of subsection (b) of this Section, the Lessee will immediately file with the Bank the name and address of such new agent and the date on which such appointment is to become effective.
(d) The Lessee and the Bank hereby jointly waive trial by jury in any action or proceeding to which the Lessee and the Bank may be parties, arising out of or in any way pertaining to this Reimbursement Agreement or any of the Letter of Credit Documents. It is agreed and understood that this waiver constitutes a waiver of trial by jury of all claims against all parties to such actions or proceedings who are parties to the Letter of Credit Documents and the Bond Documents. This waiver is knowingly, willingly and voluntarily made by the Lessee, and the Lessee hereby represents that no representations of fact or opinion have been made by any individual to induce this waiver of trial by jury or to in any way modify or nullify its effect. The Lessee further represents that it has been represented in the signing of this Reimbursement Agreement and in the making of this waiver by independent legal counsel, selected of its own free will, and that it has had the opportunity to discuss this waiver with counsel.
Appears in 1 contract
Samples: Asset Purchase Agreement (Helix Technologies, Inc.)
Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Lessee hereby Each Party agrees and consents that any action or proceeding Proceeding arising out of or relating to this Agreement or any transaction contemplated hereby shall be brought exclusively in any state or federal court located in New York County, State of New York and each of the Parties hereby submits to the exclusive jurisdiction of such courts for itself and with respect to its property, generally and unconditionally, for the purpose of any such Proceeding. A final judgment in any such Proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party agrees not to commence any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby except in the courts described above (other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in New York as described above), irrevocably and unconditionally waives any objection to the provisions laying of venue of any Proceeding arising out of or relating to this Reimbursement Agreement may be or the transactions contemplated hereby in any such court, and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding brought in any appropriate such court has been brought in Xxxxxxxxxx Countyan inconvenient forum or does not have jurisdiction over any Party. Each Party agrees that service of any process, Maryland summons, notice or Baltimore City, Maryland, all at the sole election document by U.S. registered mail to such Party’s respective address set forth herein shall be effective service of the Bank, and by the execution of this Reimbursement Agreement the Lessee irrevocably consents to the jurisdiction of each process for any such courtProceeding.
(b) If for any reason the Lessee should become not qualified to do business in the StateEACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, the Lessee hereby agrees to designate and appointTORT, without power of revocationSTATUTE OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, an agent for service of process within the StateTHE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, as the agent for the Lessee upon whom may be served all processADMINISTRATION, pleadingsPERFORMANCE AND ENFORCEMENT HEREOF. EACH PARTY FURTHER WAIVES ANY RIGHT TO SEEK TO CONSOLIDATE ANY PROCEEDING IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER PROCEEDING IN WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, notice or other papers which may be served upon the Lessee as a result of any of the Lessee’s obligations under this Reimbursement AgreementAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED OR WARRANTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.10.
(c) The Lessee covenants that throughout the period during which any of the Lessee’s obligations under this Reimbursement Agreement remain outstanding, if a new agent for service of process within the State is designated pursuant to the terms of subsection (b) of this Section, the Lessee will immediately file with the Bank the name and address of such new agent and the date on which such appointment is to become effective.
(d) The Lessee and the Bank hereby jointly waive trial by jury in any action or proceeding to which the Lessee and the Bank may be parties, arising out of or in any way pertaining to this Reimbursement Agreement or any of the Letter of Credit Documents. It is agreed and understood that this waiver constitutes a waiver of trial by jury of all claims against all parties to such actions or proceedings who are parties to the Letter of Credit Documents and the Bond Documents. This waiver is knowingly, willingly and voluntarily made by the Lessee, and the Lessee hereby represents that no representations of fact or opinion have been made by any individual to induce this waiver of trial by jury or to in any way modify or nullify its effect. The Lessee further represents that it has been represented in the signing of this Reimbursement Agreement and in the making of this waiver by independent legal counsel, selected of its own free will, and that it has had the opportunity to discuss this waiver with counsel.
Appears in 1 contract
Samples: Asset Purchase Agreement (Mohawk Group Holdings, Inc.)
Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Lessee Any suit, action or other proceeding arising out of or relating to this Agreement or any transaction contemplated hereby agrees shall be brought exclusively in the Delaware Court of Chancery in New Castle County, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action, the United States District Court for the District of Delaware, and consents that each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of such courts for the purpose of any such suit, action or other proceeding. A final judgment in any such suit, action or other proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or brought the transactions contemplated hereby in such courts, and hereby irrevocably and unconditionally waives and agrees not to enforce the provisions of this Reimbursement Agreement may be plead or claim in any such court that any such action, suit or proceeding brought in any appropriate such court has been brought in Xxxxxxxxxx Countyan inconvenient forum. Each party further agrees that service of any process, Maryland summons, notice or Baltimore Citydocument by U.S. registered mail to such party’s respective address set forth herein shall be effective service of process for any such action, Maryland, all at the sole election of the Bank, and by the execution of this Reimbursement Agreement the Lessee irrevocably consents to the jurisdiction of each such courtsuit or proceeding.
(b) If for any reason the Lessee should become not qualified to do business in the StateEACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, the Lessee hereby agrees to designate and appointPROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, without power of revocationTORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, an agent for service of process within the StateTHE DEBT COMMITMENT LETTER, as the agent for the Lessee upon whom may be served all processTHE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, pleadingsADMINISTRATION, notice or other papers which may be served upon the Lessee as a result of any of the Lessee’s obligations under this Reimbursement AgreementPERFORMANCE AND ENFORCEMENT HEREOF.
(c) The Lessee covenants Notwithstanding clause (a) above, the parties hereto agree that throughout the period during which none of them will bring or support any suit, action or other proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any of the Lessee’s obligations under this Reimbursement Agreement remain outstanding, if a new agent for service of process within the State is designated pursuant to the terms of subsection (b) of this Section, the Lessee will immediately file with the Bank the name and address of such new agent and the date on which such appointment is to become effective.
(d) The Lessee and the Bank hereby jointly waive trial by jury in any action or proceeding to which the Lessee and the Bank may be parties, arising out of or Lenders in any way pertaining relating to this Reimbursement Agreement or any of the Letter transactions contemplated by this Agreement, including but not limited to any dispute arising out of Credit Documents. It is agreed and understood that this waiver constitutes a waiver of trial by jury of all claims against all parties to such actions or proceedings who are parties to the Letter of Credit Documents and the Bond Documents. This waiver is knowingly, willingly and voluntarily made by the Lessee, and the Lessee hereby represents that no representations of fact or opinion have been made by any individual to induce this waiver of trial by jury or to relating in any way modify to the Debt Commitment Letter or nullify its effect. The Lessee further represents that it has been represented the performance thereof, in any forum other than federal and New York state courts located in the signing Borough of this Reimbursement Agreement Manhattan within the City of New York (and in the making of this waiver by independent legal counsel, selected of its own free will, and that it has had the opportunity to discuss this waiver with counselappellate courts thereof).
Appears in 1 contract
Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Lessee Each party hereby agrees irrevocably submits and consents that to the exclusive jurisdiction of the Delaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery shall be unavailable, the federal courts of the United States of America sitting in the state of Delaware) in respect of any action action, suit or proceeding arising out of in connection with this Agreement and the Transaction Documents and the transactions contemplated hereby and thereby, and each party agrees that any such action, suit or brought to enforce the provisions of this Reimbursement Agreement may proceeding will be brought only in such court (and waives any appropriate court objection based on forum non conveniens or any other objection to venue therein); provided, however, that such consent to jurisdiction is solely for the purpose referred to in Xxxxxxxxxx County, Maryland or Baltimore City, Maryland, all at the sole election of the Bank, this Section 9.9 and by the execution of this Reimbursement Agreement the Lessee irrevocably consents will not be deemed to be a general submission to the jurisdiction of each said courts or in the state of Delaware other than for such courtpurpose. Any and all process may be served in any action, suit or proceeding arising in connection with this Agreement or the Transaction Documents by complying with the provisions of Section 9.1. Such service of process will have the same effect as if the Party being served were a resident in the State of Delaware and had been lawfully served with such process in such jurisdiction. The Parties hereby waive all claims of error by reason of such service. Nothing herein will affect the right of any Party to service process in any other manner permitted by Law or to commence legal proceedings or otherwise proceed against the other in any other jurisdiction to enforce judgments or rulings of the aforementioned courts. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR ANY TRANSACTION DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT OR ANY TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION WILL BE DECIDED BY COURT TRIAL WITHOUT JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 9.9 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
(b) If for In the event of any reason breach of the Lessee should become not qualified provisions of this Agreement or the Transaction Documents, the non-breaching party will be entitled to do business seek equitable relief, including in the Stateform of injunctions and orders for specific performance, where the Lessee hereby agrees applicable legal standards for such relief in such courts are met, in addition to designate and appoint, without power of revocation, an agent for service of process within the State, as the agent for the Lessee upon whom may be served all process, pleadings, notice or other papers which may be served upon the Lessee as a result of any of the Lessee’s obligations under this Reimbursement Agreement.
(c) The Lessee covenants that throughout the period during which any of the Lessee’s obligations under this Reimbursement Agreement remain outstanding, if a new agent for service of process within the State is designated pursuant remedies available to the terms of subsection (b) of this Section, the Lessee will immediately file non-breaching party with the Bank the name and address of such new agent and the date on which such appointment is to become effective.
(d) The Lessee and the Bank hereby jointly waive trial by jury in any action or proceeding to which the Lessee and the Bank may be parties, arising out of respect thereto at law or in any way pertaining to this Reimbursement Agreement or any of the Letter of Credit Documents. It is agreed and understood that this waiver constitutes a waiver of trial by jury of all claims against all parties to such actions or proceedings who are parties to the Letter of Credit Documents and the Bond Documents. This waiver is knowingly, willingly and voluntarily made by the Lessee, and the Lessee hereby represents that no representations of fact or opinion have been made by any individual to induce this waiver of trial by jury or to in any way modify or nullify its effect. The Lessee further represents that it has been represented in the signing of this Reimbursement Agreement and in the making of this waiver by independent legal counsel, selected of its own free will, and that it has had the opportunity to discuss this waiver with counselequity.
Appears in 1 contract
Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Lessee To the fullest extent permitted by law, each party to this Agreement (i) irrevocably and unconditionally submits to the personal jurisdiction of the state and federal courts of the United States of America located in the State of Delaware and the Court of Chancery of the State of Delaware, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated by this Agreement shall be brought, tried and determined only in the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), (iv) waives any claim of improper venue or any claim that those courts are an inconvenient forum and (v) agrees that it will not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby agrees (a) to the extent such party is not otherwise subject to service of process in the State of Delaware, to appoint and consents that any action or proceeding arising out maintain an agent in the State of or brought to enforce the provisions Delaware as such party’s agent for acceptance of this Reimbursement Agreement may be brought in any appropriate court in Xxxxxxxxxx County, Maryland or Baltimore City, Maryland, all at the sole election of the Banklegal process, and by the execution of this Reimbursement Agreement the Lessee irrevocably consents (b) that, to the jurisdiction fullest extent permitted by applicable law, service of each process may also be made on such courtparty by prepaid certified or registered mail, and that service made pursuant to clause (a) or (b) above shall, to the fullest extent permitted by applicable law, have the same legal force and effect as if served upon such party personally within the State of Delaware.
(b) If for any reason the Lessee should become not qualified to do business in the StateEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, the Lessee hereby agrees to designate and appoint, without power of revocation, an agent for service of process within the State, as the agent for the Lessee upon whom may be served all process, pleadings, notice or other papers which may be served upon the Lessee as a result of any of the Lessee’s obligations under this Reimbursement AgreementAND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY.
(c) The Lessee covenants that throughout the period during which any of the Lessee’s obligations under this Reimbursement Agreement remain outstandingEACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, if a new agent for service of process within the State is designated pursuant to the terms of subsection EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE WAIVER IN SECTION 11.14(b), (bii) of this SectionSUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, the Lessee will immediately file with the Bank the name and address of such new agent and the date on which such appointment is to become effective(iii) SUCH PARTY MAKES SUCH WAIVER VOLUNTARILY AND (iv) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS, AGREEMENTS AND CERTIFICATIONS IN SECTION 11.14(b) AND THIS SECTION 11.14(c).
(d) The Lessee and the Bank hereby jointly waive trial by jury in any action or proceeding to which the Lessee and the Bank may be parties, arising out of or in any way pertaining to this Reimbursement Agreement or any of the Letter of Credit Documents. It is agreed and understood that this waiver constitutes a waiver of trial by jury of all claims against all parties to such actions or proceedings who are parties to the Letter of Credit Documents and the Bond Documents. This waiver is knowingly, willingly and voluntarily made by the Lessee, and the Lessee hereby represents that no representations of fact or opinion have been made by any individual to induce this waiver of trial by jury or to in any way modify or nullify its effect. The Lessee further represents that it has been represented in the signing of this Reimbursement Agreement and in the making of this waiver by independent legal counsel, selected of its own free will, and that it has had the opportunity to discuss this waiver with counsel.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sba Communications Corp)
Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Lessee Borrower hereby agrees and consents that any action or proceeding arising out of or brought to enforce the provisions of this Reimbursement Letter of Credit Agreement may be brought in any appropriate court in Xxxxxxxxxx County, Maryland or Baltimore City, Marylandthe State, all at the sole election of the Bank, and by the execution of this Reimbursement Letter of Credit Agreement the Lessee Borrower irrevocably consents to the jurisdiction of each such court.
(b) If for any reason the Lessee Borrower should become not qualified to do business in the State, the Lessee Borrower hereby agrees to designate and appoint, without power of revocation, an agent for service of process within the State, as the agent for the Lessee Borrower upon whom may be served all process, pleadings, notice or other papers which may be served upon the Lessee Borrower as a result of any of the LesseeBorrower’s obligations under this Reimbursement AgreementLetter of Credit Obligations.
(c) The Lessee Borrower covenants that throughout the period during which any of the LesseeBorrower’s obligations under this Reimbursement Agreement Letter of Credit Obligations remain outstanding, if a new agent for service of process within the State is designated pursuant to the terms of subsection (b) of this Section, the Lessee Borrower will immediately file with the Bank the name and address of such new agent and the date on which such appointment is to become effective.
(d) The Lessee and the Bank hereby jointly waive trial by jury in any action or proceeding to which the Lessee and the Bank may be partiesTHE BORROWER AND THE BANK HEREBY JOINTLY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH THE BORROWER AND THE BANK MAY BE PARTIES, arising out of or in any way pertaining to this Reimbursement Agreement or any of the Letter of Credit DocumentsARISING OUT OF OR IN ANY WAY PERTAINING TO THIS LETTER OF CREDIT AGREEMENT OR ANY OF THE OTHER LETTER OF CREDIT DOCUMENTS. It is agreed and understood that this waiver constitutes a waiver of trial by jury of all claims against all parties to such actions or proceedings who are parties to the Letter of Credit Documents and the Bond DocumentsIT IS AGREED AND UNDERSTOOD THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS WHO ARE PARTIES TO THE LETTER OF CREDIT DOCUMENTS AND THE BOND DOCUMENTS. This waiver is knowinglyTHIS WAIVER IS KNOWINGLY, willingly and voluntarily made by the LesseeWILLINGLY AND VOLUNTARILY MADE BY THE BORROWER, and the Lessee hereby represents that no representations of fact or opinion have been made by any individual to induce this waiver of trial by jury or to in any way modify or nullify its effect. The Lessee further represents that it has been represented in the signing of this Reimbursement Agreement and in the making of this waiver by independent legal counsel, selected of its own free will, and that it has had the opportunity to discuss this waiver with counsel.AND THE BORROWER HEREBY REPRESENTS THAT NO
Appears in 1 contract
Samples: Letter of Credit Agreement (Avalon Pharmaceuticals Inc)
Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Lessee hereby Each Party agrees and consents that any action or proceeding Proceeding arising out of or relating to this Agreement or any transaction contemplated hereby shall be brought exclusively in the United States District Court for the District of Delaware or in the Court of Chancery of the State of Delaware (or, if such court lacks subject matter jurisdiction, in the Superior Court of the State of Delaware) and each of the Parties hereby submits to the exclusive jurisdiction of such courts for itself and with respect to its property, generally and unconditionally, for the purpose of any such Proceeding. A final judgment in any such Proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party agrees not to commence any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby except in the courts described above (other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described above), irrevocably and unconditionally waives any objection to the provisions laying of venue of any Proceeding arising out of or relating to this Reimbursement Agreement may be or the transactions contemplated hereby in any such court, and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding brought in any appropriate such court has been brought in Xxxxxxxxxx Countyan inconvenient forum or does not have jurisdiction over any Party. Each Party agrees that service of any process, Maryland summons, notice or Baltimore City, Maryland, all at the sole election document by U.S. registered mail to such Party’s respective address set forth herein shall be effective service of the Bank, and by the execution of this Reimbursement Agreement the Lessee irrevocably consents to the jurisdiction of each process for any such courtProceeding.
(b) If for any reason the Lessee should become not qualified to do business in the StateEACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, the Lessee hereby agrees to designate and appointTORT, without power of revocationSTATUTE OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, an agent for service of process within the StateTHE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, as the agent for the Lessee upon whom may be served all processADMINISTRATION, pleadingsPERFORMANCE AND ENFORCEMENT HEREOF. EACH PARTY FURTHER WAIVES ANY RIGHT TO SEEK TO CONSOLIDATE ANY PROCEEDING IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER PROCEEDING IN WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, notice or other papers which may be served upon the Lessee as a result of any of the Lessee’s obligations under this Reimbursement AgreementAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED OR WARRANTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.10.
(c) The Lessee covenants that throughout the period during which any of the Lessee’s obligations under this Reimbursement Agreement remain outstanding, if a new agent for service of process within the State is designated pursuant to the terms of subsection (b) of this Section, the Lessee will immediately file with the Bank the name and address of such new agent and the date on which such appointment is to become effective.
(d) The Lessee and the Bank hereby jointly waive trial by jury in any action or proceeding to which the Lessee and the Bank may be parties, arising out of or in any way pertaining to this Reimbursement Agreement or any of the Letter of Credit Documents. It is agreed and understood that this waiver constitutes a waiver of trial by jury of all claims against all parties to such actions or proceedings who are parties to the Letter of Credit Documents and the Bond Documents. This waiver is knowingly, willingly and voluntarily made by the Lessee, and the Lessee hereby represents that no representations of fact or opinion have been made by any individual to induce this waiver of trial by jury or to in any way modify or nullify its effect. The Lessee further represents that it has been represented in the signing of this Reimbursement Agreement and in the making of this waiver by independent legal counsel, selected of its own free will, and that it has had the opportunity to discuss this waiver with counsel.
Appears in 1 contract
Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Lessee hereby Each Party agrees and consents that any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in any state or federal court located in New York County, State of New York and each of the Parties hereby submits to the exclusive jurisdiction of such courts for itself and with respect to its property, generally and unconditionally, for the purpose of any such proceeding. A final judgment in any such proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party agrees not to commence any proceeding arising out of or relating to this Agreement, except in the courts described above (other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in New York as described above), irrevocably and unconditionally waives any objection to the provisions laying of venue of any proceeding arising out of or relating to this Reimbursement Agreement may be in any such court, and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such proceeding brought in any appropriate such court has been brought in Xxxxxxxxxx Countyan inconvenient forum or does not have jurisdiction over any Party. Each Party agrees that service of any process, Maryland summons, notice or Baltimore City, Maryland, all at the sole election document by U.S. registered mail to such Party’s respective address set forth herein shall be effective service of the Bank, and by the execution of this Reimbursement Agreement the Lessee irrevocably consents to the jurisdiction of each process for any such courtproceeding.
(b) If for any reason the Lessee should become not qualified to do business in the StateEACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, the Lessee hereby agrees to designate and appointTORT, without power of revocationSTATUTE OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, an agent for service of process within the StateADMINISTRATION, as the agent for the Lessee upon whom may be served all processPERFORMANCE AND ENFORCEMENT HEREOF. EACH PARTY FURTHER WAIVES ANY RIGHT TO SEEK TO CONSOLIDATE ANY PROCEEDING IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER PROCEEDING IN WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, pleadingsAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED OR WARRANTED, notice or other papers which may be served upon the Lessee as a result of any of the Lessee’s obligations under this Reimbursement AgreementEXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.7.
(c) The Lessee covenants that throughout the period during which any of the Lessee’s obligations under this Reimbursement Agreement remain outstanding, if a new agent for service of process within the State is designated pursuant to the terms of subsection (b) of this Section, the Lessee will immediately file with the Bank the name and address of such new agent and the date on which such appointment is to become effective.
(d) The Lessee and the Bank hereby jointly waive trial by jury in any action or proceeding to which the Lessee and the Bank may be parties, arising out of or in any way pertaining to this Reimbursement Agreement or any of the Letter of Credit Documents. It is agreed and understood that this waiver constitutes a waiver of trial by jury of all claims against all parties to such actions or proceedings who are parties to the Letter of Credit Documents and the Bond Documents. This waiver is knowingly, willingly and voluntarily made by the Lessee, and the Lessee hereby represents that no representations of fact or opinion have been made by any individual to induce this waiver of trial by jury or to in any way modify or nullify its effect. The Lessee further represents that it has been represented in the signing of this Reimbursement Agreement and in the making of this waiver by independent legal counsel, selected of its own free will, and that it has had the opportunity to discuss this waiver with counsel.
Appears in 1 contract
Samples: Lock Up, Voting and Standstill Agreement (Mohawk Group Holdings, Inc.)
Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Lessee hereby Each Party agrees and consents that any action or proceeding Proceeding arising out of or relating to this Agreement or any transaction contemplated hereby shall be brought exclusively in the Delaware Court of Chancery in New Castle County, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such Proceeding, the United States District Court for the District of Delaware, and each of the Parties hereby submits to the exclusive jurisdiction of such courts for itself and with respect to its property, generally and unconditionally, for the purpose of any such Proceeding. A final judgment in any such Proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party agrees not to commence any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby except in the courts described above (other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described above), irrevocably and unconditionally waives any objection to the provisions laying of venue of any Proceeding arising out of or relating to this Reimbursement Agreement may be or the transactions contemplated hereby in any such court, and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding brought in any appropriate such court has been brought in Xxxxxxxxxx Countyan inconvenient forum or does not have jurisdiction over any Party. Each Party agrees that service of any process, Maryland summons, notice or Baltimore City, Maryland, all at document by U.S. registered mail to such Party’s respective address (or in the sole election case of the BankStockholders, and by the execution Stockholders’ Representative’s address) set forth herein shall be effective service of this Reimbursement Agreement the Lessee irrevocably consents to the jurisdiction of each process for any such courtProceeding.
(b) If for any reason the Lessee should become not qualified to do business in the StateEACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, the Lessee hereby agrees to designate and appointTORT, without power of revocationSTATUTE OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, an agent for service of process within the StateTHE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, as the agent for the Lessee upon whom may be served all processADMINISTRATION, pleadingsPERFORMANCE AND ENFORCEMENT HEREOF. EACH PARTY FURTHER WAIVES ANY RIGHT TO SEEK TO CONSOLIDATE ANY PROCEEDING IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER PROCEEDING IN WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, notice or other papers which may be served upon the Lessee as a result of any of the Lessee’s obligations under this Reimbursement AgreementAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED OR WARRANTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.10.
(c) The Lessee covenants that throughout the period during which any of the Lessee’s obligations under this Reimbursement Agreement remain outstanding, if a new agent for service of process within the State is designated pursuant to the terms of subsection (b) of this Section, the Lessee will immediately file with the Bank the name and address of such new agent and the date on which such appointment is to become effective.
(d) The Lessee and the Bank hereby jointly waive trial by jury in any action or proceeding to which the Lessee and the Bank may be parties, arising out of or in any way pertaining to this Reimbursement Agreement or any of the Letter of Credit Documents. It is agreed and understood that this waiver constitutes a waiver of trial by jury of all claims against all parties to such actions or proceedings who are parties to the Letter of Credit Documents and the Bond Documents. This waiver is knowingly, willingly and voluntarily made by the Lessee, and the Lessee hereby represents that no representations of fact or opinion have been made by any individual to induce this waiver of trial by jury or to in any way modify or nullify its effect. The Lessee further represents that it has been represented in the signing of this Reimbursement Agreement and in the making of this waiver by independent legal counsel, selected of its own free will, and that it has had the opportunity to discuss this waiver with counsel.
Appears in 1 contract
