Common use of Consent to Jurisdiction; Venue; Service of Process Clause in Contracts

Consent to Jurisdiction; Venue; Service of Process. (a) Each Party, by its execution hereof, (i) hereby irrevocably submits to the exclusive jurisdiction of any New York federal court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action among the parties arising in whole or in part under or in connection with this Agreement; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York, (ii) hereby waives to the extent not prohibited by Applicable Law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such Action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or any of the other Transaction Documents or the subject matter hereof and thereof may not be enforced in or by such court, and (iii) hereby agrees to commence any such Action only before one of the above-named courts. Notwithstanding the immediately preceding sentence, a party may commence any Action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts. (b) Each Party hereby agrees that service of any process, summons, notice or document by U.S. registered mail, return receipt requested, at its address specified pursuant to Section 11.1 shall constitute good and valid service of process in any Action among the Parties arising in whole or in part under or in connection with this Agreement or any other Transaction Documents, and each Party hereby waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such Action any claim that service of process made in accordance with this Section 11.6(b) does not constitute good and valid service of process.

Consent to Jurisdiction; Venue; Service of Process. (a) Each PartyParty hereto, by its execution hereof, (i) hereby irrevocably submits to the exclusive jurisdiction of any New York federal court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action claim, action, suit, or proceeding among the parties Parties arising in whole or in part under or in connection with this AgreementAgreement (a “Dispute”); provided, however, that if such federal court does not have jurisdiction over such ActionDispute, such Action Dispute shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York, (ii) hereby waives to the extent not prohibited by Applicable Law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such ActionDispute, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such Action Dispute brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or any of the other Transaction Documents Ancillary Agreements or the subject matter hereof and thereof may not be enforced in or by such court, and (iii) hereby agrees to commence any such Action Dispute only before one of the above-named courts. Notwithstanding the immediately preceding sentence, a party may commence any Action Dispute in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts. (b) Each Party hereby agrees that service of any process, summons, notice or document by U.S. registered mail, return receipt requested, at its address specified pursuant to Section 11.1 shall constitute good and valid service of process in any Action among the Parties arising in whole or in part under or in connection with this Agreement or any other Transaction Documents, and each Party hereby waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such Action any claim that service of process made in accordance with this Section 11.6(b) does not constitute good and valid service of process.

Consent to Jurisdiction; Venue; Service of Process. (a) Each Party, by its execution hereof, (i) hereby irrevocably submits to the exclusive jurisdiction of any New York federal court sitting in the Borough courts of Manhattan of The City of New York Victoria, Australia for the purpose of any Action among the parties arising in whole or in part under or in connection with this Agreement; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York, (ii) hereby waives to the extent not prohibited by Applicable Law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such Action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or any of the other Transaction Documents or the subject matter hereof and thereof may not be enforced in or by such court, and (iii) hereby agrees to commence any such Action only before one of the above-named courts. Notwithstanding the immediately preceding sentence, a party may commence any Action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts. Any disputes hereunder shall be resolved pursuant to binding arbitration in Australia in accordance with the provisions of the International Arbitration Amendment Act 2010 (Cth). The prevailing party shall be entitled to his or its reasonable attorney’s fees and costs. (b) Each Party hereby agrees that service of any process, summons, notice or document by U.S. registered mail, return receipt requested, at its address specified pursuant to Section 11.1 shall constitute good and valid service of process in any Action among the Parties arising in whole or in part under or in connection with this Agreement or any other Transaction Documents, and each Party hereby waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such Action any claim that service of process made in accordance with this Section 11.6(b) does not constitute good and valid service of process.

Consent to Jurisdiction; Venue; Service of Process. (a) Each Party, by its execution hereof, (i) hereby irrevocably submits to the exclusive jurisdiction of any New York federal court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action among the parties arising in whole or in part under or in connection with this Agreement; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York, (ii) hereby waives to the extent not prohibited by Applicable Law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such Action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or any of the other Transaction Documents or the subject matter hereof and thereof may not be enforced in or by such court, and (iii) hereby agrees to commence any such Action only before one of the above-named courts. Notwithstanding the immediately preceding sentence, a party may commence any Action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts. (b) Each Party hereby agrees that service of any process, summons, notice or document by U.S. registered mail, return receipt requested, at its address specified pursuant to to Section 11.1 shall constitute good and valid service of process in any Action among the Parties arising in whole or in part under or in connection with this Agreement or any other Transaction Documents, and each Party hereby waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such Action any claim that service of process made in accordance with this Section 11.6(b) does not constitute good and valid service of process.

Consent to Jurisdiction; Venue; Service of Process. (a) Each PartyParty to this Agreement, by its execution hereof, (i) hereby irrevocably submits to the exclusive jurisdiction of any the state courts of the State of New York federal court sitting in or the Borough of Manhattan of The City United States District Court for the Southern District of New York for the purpose of any Action among the parties Parties arising in whole or in part under or in connection with this Agreement; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York, (ii) hereby waives to the extent not prohibited by Applicable Lawapplicable Legal Requirements, and agrees not to assert, by way of motion, as a defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such Action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or any of the other Transaction Documents or the subject matter hereof and thereof may not be enforced in or by such court, and (iii) hereby agrees not to commence any such Action only other than before one of the above-named courts. Notwithstanding the immediately preceding sentence, previous sentence a party Party may commence any Action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts. (b) Each Party hereby agrees that service for any Action among the Parties arising in whole or in part under or in connection with this Agreement, such Party shall bring Actions only in the City of New York. Each Party further waives any process, summons, notice or document by U.S. registered mail, return receipt requested, at its address specified pursuant claim and shall not assert that venue should properly lie in any other location within the selected jurisdiction. (c) Each Party hereby (x) consents to Section 11.1 shall constitute good and valid service of process in any Action among the Parties arising in whole or in part under or in connection with this Agreement in any manner permitted by New York law; (y) agrees that service of process made in accordance with clause (x) or made by registered or certified mail, return receipt requested, at its address specified pursuant to §11.7 shall constitute good and valid service of process in any other Transaction Documents, such Action; and each Party hereby (z) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such Action any claim that service of process made in accordance with this Section 11.6(bclause (x) or (y) does not constitute good and valid service of process.

Consent to Jurisdiction; Venue; Service of Process. (a) Each PartyParty to this Agreement, by its execution hereof, (i) hereby irrevocably submits to the exclusive jurisdiction of the Chancery Court of the State of Delaware or any New York federal court sitting United States District Court in the Borough State of Manhattan of The City of New York Delaware for the purpose of any Action among the parties Parties arising in whole or in part under or in connection with this Agreement; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard Agreement and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New YorkAncillary Agreements, (ii) hereby waives to the extent not prohibited by Applicable Lawapplicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such Action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or any of Agreement, the other Transaction Documents Ancillary Agreements or the subject matter hereof and thereof may not be enforced in or by such court, and (iii) hereby agrees to commence any such Action only before one of the above-named courts. Notwithstanding the immediately preceding sentence, a party may commence any Action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-above- named courts. This Section 11.12(a) shall not apply to any dispute under Section 2.5(b) that is required to be decided by the Accounting Firm. (b) Each Party hereby agrees that service of any process, summons, notice or document by U.S. registered mail, return receipt requested, at its address specified pursuant to Section 11.1 11.2 shall constitute good and valid service of process in any Action among the Parties arising in whole or in part under or in connection with this Agreement or any other Transaction DocumentsAncillary Agreement, and each Party hereby waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such Action any claim that service of process made in accordance with this Section 11.6(b11.12(b) does not constitute good and valid service of process.

Consent to Jurisdiction; Venue; Service of Process. (a) Each PartyParty to this Agreement, by its execution hereof, (i) hereby irrevocably submits to the exclusive jurisdiction of any the state courts of the State of New York federal court sitting in or the Borough of Manhattan of The City United States District Court for the Southern District of New York for the purpose of any Action among the parties Parties arising in whole or in part under or in connection with this Agreement; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard Agreement and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New YorkAncillary Agreements, (ii) hereby waives to the extent not prohibited by Applicable Lawapplicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such Action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or any of Agreement, the other Transaction Documents Ancillary Agreements or the subject matter hereof and thereof may not be enforced in or by such court, and (iii) hereby agrees to commence any such Action only other an before one of the above-named courts. Notwithstanding the immediately preceding sentence, a party may commence any Action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts. (b) Each Party hereby agrees that service for any Action among the Parties arising in whole or in part under or in connection with this Agreement and the Ancillary Agreements, such Party shall bring Actions only in the City of New York. Each Party further waives any process, summons, notice or document by U.S. registered mail, return receipt requested, at its address specified pursuant claim and shall not assert that venue should properly lie in any other location within the selected jurisdiction. (c) Each Party hereby (i) consents to Section 11.1 shall constitute good and valid service of process in any Action among the Parties arising in whole or in part under or in connection with this Agreement or any other Transaction DocumentsAncillary Agreement in any manner permitted by New York law; (ii) irrevocably designates C.T. Corporation as its agent and attorney-in-fact for the acceptance of service of process and for making an appearance on its behalf in any such Action before state courts of the State of New York and for the taking of all such acts as may be necessary or appropriate in order to confer jurisdiction over it before state courts of the State of New York, and each Party hereby hereto stipulates that such consent and appointment is irrevocable and coupled with an interest; (iii) agrees that process in any such Action may be served on any Party (A) in accordance with clauses (i) and (ii) above, or (B) by registered or certified mail, return receipt requested, at its address specified pursuant to Section 10.2 or anywhere else in the world where such Party may be located, whether within or without the jurisdiction of any such court, and that such service of process shall constitute good and valid service of process in any such Action; and (iv) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such Action any claim that service of process made in accordance with this Section 11.6(b10.13(c) does not constitute good and valid service of process.

Consent to Jurisdiction; Venue; Service of Process. (a) Each Partyparty to this Agreement, by its execution hereof, : (i) hereby irrevocably submits to the exclusive jurisdiction of any New York federal court sitting in the Borough state courts of Manhattan the State of The City Delaware or the United States District Court for the District of New York Delaware for the purpose of any Action among action between the parties arising in whole or in part under or in connection with this Agreement; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York, (ii) hereby waives to the extent not prohibited by Applicable Lawwaives, and agrees not to assert, by way of motion, as a defense or otherwise, in any such Actionaction, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such Action action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or any of the other Transaction Documents or the subject matter hereof and thereof may not be enforced in or by such court, and (iii) hereby agrees not to commence any such Action only action other than before one of the above-named courts. Notwithstanding the immediately preceding sentence, sentence a party may commence any Action action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts. (b) Each Party party agrees that for any action between the parties arising in whole or in part under or in connection with this Agreement, such party shall bring actions only in the City of Wilmington, Delaware. Each party further waives any claim and shall not assert that venue should properly lie in any other location within the selected jurisdiction. (c) Each party hereby (i) consents to service of process in any action among the parties arising in whole or in part under or in connection with this Agreement in any manner permitted by Delaware Law, (ii) agrees that service of any process, summons, notice process made in accordance with clause (i) or document made by U.S. registered or certified mail, return receipt requested, at its address specified pursuant to Section 11.1 10.2 shall constitute good and valid service of process in any Action among the Parties arising in whole or in part under or in connection with this Agreement or any other Transaction Documentssuch action, and each Party hereby (iii) waives and agrees not to assert (by way of motion, as a defense, defense or otherwise) in any such Action action any claim that service of process made in accordance with this Section 11.6(bclause (i) or (ii) does not constitute good and valid service of process.

Consent to Jurisdiction; Venue; Service of Process. (a) Each Partyparty hereto, by its execution hereof, (i) hereby irrevocably submits to the exclusive jurisdiction of any New York federal court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action action among the parties arising in whole or in part under or in connection with this Agreement; provided, however, that if such federal court does not have jurisdiction over such Actionaction, such Action action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York, (ii) hereby waives to the extent not prohibited by Applicable Lawapplicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such Actionaction, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such Action action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or any of the other Transaction Documents or the subject matter hereof and thereof may not be enforced in or by such court, and (iii) hereby agrees to commence any such Action action only before one of the above-named courts. Notwithstanding the immediately preceding sentence, a party may commence any Action action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts. (b) Each Party party hereby agrees that service of any process, summons, notice or document by U.S. registered mail, return receipt requested, at its address specified pursuant to Section 11.1 7.1 shall constitute good and valid service of process in any Action action among the Parties arising in whole or in part under or in connection with this Agreement or any other Transaction DocumentsAgreement, and each Party party hereby waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such Action action any claim that service of process made in accordance with this Section 11.6(b7.6(b) does not constitute good and valid service of process.