Common use of Consent to Jurisdiction; Venue; Waiver of Jury Trial Clause in Contracts

Consent to Jurisdiction; Venue; Waiver of Jury Trial. This Agreement shall be construed in accordance with, and governed in all respects by, the internal laws of the State of Delaware (without giving effect to principles of conflicts of laws). Any action, suit or other Legal Proceeding relating to this Agreement or the enforcement of any provision of this Agreement shall be brought or otherwise commenced exclusively in any federal or state court located in the State of Delaware. Each party to this Agreement: (A) expressly and irrevocably consents and submits to the exclusive jurisdiction of and venue in each federal or state court located in the State of Delaware (and each appellate court located in the State of Delaware) in connection with any such action, suit or Legal Proceeding; (B) agrees that each federal or state court located in the State of Delaware shall be deemed to be a convenient forum; and (C) agrees not to assert (by way of motion, as a defense or otherwise), in any such action, suit or other Legal Proceeding commenced in any federal or state court located in the State of Delaware, any claim that such party is not subject personally to the jurisdiction of such court, that such action, suit or other Legal Proceeding has been brought in an inconvenient forum, that the venue of such action, suit or other Legal Proceeding is improper, that challenges the application of the internal laws of the State of Delaware, or that this Agreement or the subject matter of this Agreement may not be enforced in or by such court. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Consent to Jurisdiction; Venue; Waiver of Jury Trial. This Agreement shall be construed in accordance with, and governed in all respects by, The parties hereby irrevocably submit to the internal laws jurisdiction of the courts of the State of Delaware (without giving effect to principles and the federal court of conflicts the United States of laws). Any action, suit or other Legal Proceeding relating to this Agreement or the enforcement of any provision of this Agreement shall be brought or otherwise commenced exclusively in any federal or state court located in the State of Delaware. Each party to this Agreement: (A) expressly and irrevocably consents and submits to the exclusive jurisdiction of and venue in each federal or state court America located in the State of Delaware (solely in respect of the interpretation and each appellate court located enforcement of the provisions of this Agreement and of the documents governed by Delaware law referred to in this Agreement, and in respect of the State of Delaware) transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in connection with any such action, suit or Legal Proceeding; (B) agrees that each federal proceeding for the interpretation or state court located in the State enforcement hereof or of Delaware shall be deemed to be a convenient forum; and (C) agrees not to assert (by way of motion, as a defense or otherwise), in any such actiondocument, suit or other Legal Proceeding commenced in any federal or state court located in the State of Delaware, any claim that such party it is not subject personally to the jurisdiction of such court, thereto or that such action, suit or other Legal Proceeding has been proceeding may not be brought or is not maintainable in an inconvenient forum, said courts or that the venue of such action, suit or other Legal Proceeding is improper, that challenges the application of the internal laws of the State of Delaware, thereof may not be appropriate or that this Agreement or the subject matter of this Agreement any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a Delaware State or Federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute and, to the fullest extent permitted by law, agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 9.7 of this Agreement or in such other manner as may be permitted by law shall be valid and sufficient service thereof. EACH OF THE PARTIES HERETO PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY WAIVES, AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT LITIGATION DIRECTLY OR OTHER LEGAL PROCEEDING INDIRECTLY ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT 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, (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 9.13.

Consent to Jurisdiction; Venue; Waiver of Jury Trial. This Agreement shall be construed in accordance with, and governed in all respects by, the internal laws All actions arising out of the State of Delaware (without giving effect to principles of conflicts of laws). Any action, suit or other Legal Proceeding relating to this Agreement or the enforcement of any provision of this Agreement shall be brought or otherwise commenced heard and determined exclusively in any New York state or federal or state court located sitting in the State Borough of DelawareManhattan in The City of New York. Each party to this Agreement: The parties hereto hereby (Aa) expressly and irrevocably consents and submits submit to the exclusive jurisdiction of and venue in each any state or federal or state court located sitting in the State Borough of Delaware (and each appellate court located in Manhattan of The City of New York for the State purpose of Delaware) in connection with any such actionaction arising out of or relating to this Agreement brought by any party hereto, suit or Legal Proceeding; (B) agrees that each federal or state court located in the State of Delaware shall be deemed to be a convenient forum; and (Cb) agrees irrevocably waive, and agree not to assert (by way of motion, as a defense defense, or otherwise), in any such action, suit or other Legal Proceeding commenced in any federal or state court located in the State of Delaware, any claim that such party it is not subject personally to the jurisdiction of such courtthe above-named courts, that such actionits property is exempt or immune of from attachment or execution, suit or other Legal Proceeding has been that the action is brought in an inconvenient forum, that the venue of such action, suit or other Legal Proceeding the action is improper, that challenges the application of the internal laws of the State of Delaware, or that this Agreement or the subject matter of this Agreement transactions contemplated hereby may not be enforced in or by any of the above-named courts. To the extent not prohibited by applicable law which cannot be waived, each party hereto hereby waives and covenants that it will not assert (whether as plaintiff, defendant or otherwise) any right to trial by jury in any forum in respect of any issue or action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or the subject matter hereof or in any way connected with or related or incidental to the transactions contemplated hereby, in each case whether now existing or hereafter arising. Each party hereto acknowledges that it has been informed by the other parties hereto that this Section 7(c) constitutes a material inducement upon which they are relying and will rely in entering into this Agreement and the transactions contemplated hereby. Any party hereto may file an original counterpart or a copy of this Section 7(c) with any court as written evidence of the consent of each such court. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYparty to the waiver of its right to trial by jury.

Consent to Jurisdiction; Venue; Waiver of Jury Trial. This Agreement shall be construed in accordance with, and governed in all respects by, the internal laws of the State of Delaware (without giving effect to principles of conflicts of laws). Any action, suit or other Legal Proceeding relating to this Agreement or the enforcement of any provision of this Agreement shall be brought or otherwise commenced exclusively in any federal or state court located in the State of Delaware. Each party to this Agreement: (A) expressly and hereto irrevocably consents and submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware and venue any state appellate court within the state of Delaware or, in each the event that exclusive jurisdiction is vested with regard to any claim in the federal or state courts, any federal court located sitting in the State of Delaware (any such court, a “Delaware Court”), for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Parent irrevocably and each appellate unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in a Delaware Court, and hereby and thereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court located in the State of Delaware) in connection with that any such action, suit or Legal Proceeding; (B) agrees that each federal or state court located in the State of Delaware shall be deemed to be a convenient forum; and (C) agrees not to assert (by way of motion, as a defense or otherwise), proceeding brought in any such action, suit or other Legal Proceeding commenced in any federal or state court located in the State of Delaware, any claim that such party is not subject personally to the jurisdiction of such court, that such action, suit or other Legal Proceeding has been brought in an inconvenient forum, that the venue of such action, suit or other Legal Proceeding is improper, that challenges the application of the internal laws of the State of Delaware, or that this Agreement or the subject matter of this Agreement may not be enforced in or by such court. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LAW ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT TO ANY ACTION, SUIT LITIGATION DIRECTLY OR OTHER LEGAL PROCEEDING INDIRECTLY ARISING OUT OF OF, UNDER OR RELATED TO IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE 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 (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7(a).

Consent to Jurisdiction; Venue; Waiver of Jury Trial. This Agreement shall be construed in accordance with, and governed in all respects by, the internal laws 9.9.1 Each of the State of Delaware (without giving effect to principles of conflicts of laws). Any action, suit or other Legal Proceeding relating to this Agreement or the enforcement of any provision of this Agreement shall be brought or otherwise commenced exclusively in any federal or state court located in the State of Delaware. Each party to this Agreement: (A) expressly and parties hereto irrevocably consents and submits to the exclusive jurisdiction of and venue in each federal or the state court located in the State courts of Delaware (and each appellate court located in the State of Delaware) in connection with any such action, suit or Legal Proceeding; (B) agrees that each federal or state court located in United States District Court for the State of Delaware shall be deemed to be a convenient forum; and (C) agrees not to assert (by way of motion, as a defense or otherwise), in any such action, suit or other Legal Proceeding commenced in any federal or state court located in the State District of Delaware, for the purpose of any claim that such party is not subject personally Action arising out of or relating to the jurisdiction of such court, that such action, suit or other Legal Proceeding has been brought in an inconvenient forum, that the venue of such action, suit or other Legal Proceeding is improper, that challenges the application this Agreement and each of the internal laws parties hereto irrevocably agrees that all claims in respect to such Action shall be heard and determined exclusively in any Delaware state or federal court. Each of the State of Delaware, or parties hereto agrees that this Agreement or the subject matter of this Agreement a final judgment in any Action shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. 9.9.2 Each of the parties hereto irrevocably consents to the service of any summons and complaint and any other process in any other Action relating to the Acquisition, on behalf of itself or its property, by the delivery of copies of such courtprocess to such party in the same manner as notice is to be provided pursuant to ARTICLE IX. Nothing in this Section 9.9 shall affect the right of any party hereto to serve legal process in any other manner permitted by law. 9.9.3 EACH OF THE PARTIES HERETO PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN OF ANY ACTION, SUIT OR OTHER LEGAL PROCEEDING ACTION (A) ARISING OUT OF OR RELATED TO UNDER THIS AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBYRELATED HERETO, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. EACH PARTY HEREBY FURTHER AGREES AND CONSENTS THAT ANY SUCH ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES MAY FILE A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Consent to Jurisdiction; Venue; Waiver of Jury Trial. This Agreement shall be construed Except for disputes under Section 1.1 (Net Sales) resolved pursuant to the procedures set forth in accordance withSchedule 1.1(A), and governed in all respects by, the internal laws of the State of Delaware each Party hereby (without giving effect to principles of conflicts of laws). Any action, suit or other Legal Proceeding relating to this Agreement or the enforcement of any provision of this Agreement shall be brought or otherwise commenced exclusively in any federal or state court located in the State of Delaware. Each party to this Agreement: (Aa) expressly and irrevocably consents and submits to the exclusive jurisdiction of all state and venue in each federal or state court located courts sitting in the State of Delaware (for the purpose of any and each appellate court located all actions, suits or proceedings arising in the State of Delaware) whole or in part out of, related to, or based upon or in connection with any such actionthis Agreement, suit the other Ancillary Agreements or Legal Proceeding; the transactions contemplated hereby or thereby, (Bb) agrees that each federal or state court located in waives to the State of Delaware shall be deemed to be a convenient forum; extent not prohibited by applicable Law, and (C) agrees not to assert (assert, by way of motion, as a defense or otherwise), in any such action, suit or other Legal Proceeding commenced in any federal or state court located in the State of Delaware, any claim that such party it is not subject personally to the jurisdiction of such courtthe above-named courts, that its property is exempt or immune from attachment or execution, that any such action, suit or other Legal Proceeding has been action brought in an inconvenient forum, that the venue of such action, suit or other Legal Proceeding is improper, that challenges the application one of the internal laws above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the State above-named courts, or should be stayed by reason of Delawarethe pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or the subject matter of this Agreement other Ancillary Agreements or the transactions contemplated hereby or thereby may not be enforced in or by such court, and (c) agrees not to commence any such action other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVESEach of the Parties hereby irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYthe other Ancillary Agreements or the transactions contemplated hereby or thereby.