Common use of Consent to Jurisdiction; Venue Clause in Contracts

Consent to Jurisdiction; Venue. (a) Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the state courts of Delaware and to the jurisdiction of the United States District Court for the District of Delaware for the purpose of any action, proceeding, claim, controversy or dispute (whether at law, in equity, in contract, in tort or otherwise) arising out of or relating to this Agreement and the Confidentiality Agreement (including any such action, proceeding, claim, controversy or dispute involving any Lender Party), and each of the parties hereto irrevocably agrees that all claims in respect of such action, proceeding, claim, controversy or dispute (whether at law, in equity, in contract, in tort or otherwise) shall be heard and determined exclusively in any Delaware state or federal court sitting in the State of Delaware. Each of the parties hereto agrees that a final judgment in any action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) 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 Merger, on behalf of itself or its property, by the personal delivery of copies of such process to such party. Nothing in this Section 8.10 shall affect the right of any party hereto to serve legal process in any other manner permitted by Law.

Consent to Jurisdiction; Venue. (a) Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the state courts Court of Delaware and Chancery of the State of Delaware, or, if under Applicable Law, exclusive jurisdiction over the Action is vested in the federal courts, to the jurisdiction of the United States District Court for the District of Delaware Delaware, for the purpose of any action, proceeding, claim, controversy or dispute (whether at law, in equity, in contract, in tort or otherwise) Action arising out of or relating to this Agreement and the Confidentiality Agreement (including any such action, proceeding, claim, controversy or dispute involving any Lender Party)Agreement, and each of the parties hereto irrevocably agrees that all claims in respect of to such action, proceeding, claim, controversy or dispute (whether at law, in equity, in contract, in tort or otherwise) shall Action may be heard and determined exclusively in any Delaware state or federal court sitting in the State of Delawaresuch courts. Each of the parties hereto agrees that a final judgment in any action Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) Each of the parties hereto irrevocably consents to the service of any summons and complaint and any other process in any other action Action relating to the Offer and Merger, on behalf of itself or its property, by the personal delivery of copies of such process to such party. Nothing in this Section 8.10 9.8 shall affect the right of any party hereto to serve legal process in any other manner permitted by Lawlaw.

Consent to Jurisdiction; Venue. (a) Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the state courts of Delaware and to the jurisdiction of the United States District Court for the District of Delaware Delaware, for the purpose of any action, proceeding, claim, controversy action or dispute (whether at law, in equity, in contract, in tort or otherwise) proceeding arising out of or relating to this Agreement and the Confidentiality Agreement (including any such action, proceeding, claim, controversy or dispute involving any Lender Party), and each of the parties hereto irrevocably agrees that all claims in respect of to such action, proceeding, claim, controversy action or dispute (whether at law, in equity, in contract, in tort or otherwise) shall proceeding may be heard and determined exclusively in any Delaware state or federal court sitting in the State City of Wilmington, Delaware. Each of the parties hereto agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) Each of the parties hereto irrevocably consents to the service of any summons and complaint and any other process in any other action Action or proceeding relating to the Merger, on behalf of itself or its property, by the personal delivery of copies of such process to such party. Nothing in this Section 8.10 9.8 shall affect the right of any party hereto to serve legal process in any other manner permitted by Lawlaw.

Consent to Jurisdiction; Venue. (a) Each of the parties hereto irrevocably submits to the exclusive jurisdiction and venue of the state courts Court of Chancery of the State of Delaware and to any state appellate court therefrom within the jurisdiction State of Delaware (or, if the Court of Chancery of the United States District Court for the District State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) for the purpose of any actionsuit, proceeding, claim, controversy action or dispute (whether at law, in equity, in contract, in tort or otherwise) proceeding arising out of or relating to this Agreement or the Transactions and irrevocably waives, to the Confidentiality Agreement (including fullest extent permitted by Applicable Law, and covenants not to assert or plead any objection it may now or hereafter have to the laying of venue of any suit, action, or proceeding in any such actioncourt or that any such suit, proceeding, claim, controversy action or dispute involving any Lender Party), and each of the parties hereto irrevocably agrees that all claims in respect of such action, proceeding, claim, controversy or dispute (whether at law, in equity, in contract, in tort or otherwise) shall be heard and determined exclusively proceeding brought in any Delaware state or federal such court sitting has been brought in the State of Delawarean inconvenient forum. Each of the parties hereto agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) Each of the parties hereto irrevocably consents to the service of any summons and complaint and any other process in any other action or proceeding relating to the MergerTransactions, on behalf of itself or its property, by the personal delivery of copies of such process to such party. Nothing in this Section 8.10 9.9 shall affect the right of any party hereto to serve legal process in any other manner permitted by Lawlaw.

Consent to Jurisdiction; Venue. (a) Each of the parties hereto irrevocably submits submits, for itself and its property, to the exclusive jurisdiction of the state courts of Delaware and to the jurisdiction of Delaware, or, if no state court has proper jurisdiction, the United States District Court for the District of Delaware Delaware, and any appellate court thereof, for the purpose of any action, proceeding, claim, controversy or dispute (whether at law, in equity, in contract, in tort or otherwise) action arising out of or relating to this Agreement and the Confidentiality Agreement (including any such action, proceeding, claim, controversy or dispute involving any Lender Party)agreements related hereto, and each of the parties hereto irrevocably agrees that all claims in respect of to such action, proceeding, claim, controversy or dispute (whether at law, in equity, in contract, in tort or otherwise) shall action may be heard and determined exclusively in any Delaware state or federal court sitting in the State of Delaware. Each of the parties hereto agrees that a final judgment in any action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) 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 Merger, on behalf of itself or its property, by the personal delivery of copies of such process to such party. Nothing in this Section 8.10 9.10 shall affect the right of any party hereto to serve legal process in any other manner permitted by Lawlaw.

Consent to Jurisdiction; Venue. (ai) Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the state courts of Delaware and to the jurisdiction of the United States District Court for the District of Delaware Delaware, for the purpose of any action, proceeding, claim, controversy action or dispute (whether at law, in equity, in contract, in tort or otherwise) proceeding arising out of or relating to this Option Agreement and the Confidentiality Agreement (including any such action, proceeding, claim, controversy or dispute involving any Lender Party), and each of the parties hereto irrevocably agrees that all claims in respect of to such action, proceeding, claim, controversy action or dispute (whether at law, in equity, in contract, in tort or otherwise) shall proceeding may be heard and determined exclusively in any Delaware state or federal court sitting in the State City of Wilmington, Delaware. Each of the parties hereto agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (bii) Each of the parties hereto irrevocably consents to the service of any summons and complaint and any other process in any other action or proceeding relating to the Mergerhereto, on behalf of itself or its property, by the personal delivery of copies of such process to such party. Nothing in this Section 8.10 12(i) shall affect the right of any party hereto to serve legal process in any other manner permitted by Lawlaw.

Consent to Jurisdiction; Venue. (a) Each of the parties hereto to this Agreement irrevocably submits to the exclusive jurisdiction of the state courts of Delaware and to the jurisdiction of the United States District Court for the District of Delaware Delaware, for the purpose of any action, proceeding, claim, controversy action or dispute (whether at law, in equity, in contract, in tort or otherwise) proceeding arising out of or relating to this Agreement and the Confidentiality Agreement (including any such action, proceeding, claim, controversy or dispute involving any Lender Party), and each of the parties hereto to this Agreement irrevocably agrees that all claims in respect of to such action, proceeding, claim, controversy action or dispute (whether at law, in equity, in contract, in tort or otherwise) shall proceeding may be heard and determined exclusively in any Delaware state or federal court sitting in the State of Delaware. Each of the parties hereto to this Agreement agrees that a final non-appealable judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) Each of the parties hereto to this Agreement irrevocably consents to the service of any summons and complaint and any other process in any other action or proceeding relating to the Mergertransactions contemplated hereby, on behalf of itself or its property, by the personal delivery of copies of such process to such partyparty to this Agreement. Nothing in this Section 8.10 7.9 shall affect the right of any party hereto to this Agreement to serve legal process in any other manner permitted by Lawlaw.

Consent to Jurisdiction; Venue. (a) Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the state courts Court of Chancery of the State of Delaware and to the jurisdiction of the United States District Court for the District of Delaware for the purpose of any action, proceeding, claim, controversy or dispute (whether at law, in equity, in contract, in tort or otherwise) action arising out of or relating to this Agreement and the Confidentiality Agreement (including any such action, proceeding, claim, controversy or dispute involving any Lender Party)Agreement, and each of the parties hereto irrevocably agrees that all claims in respect of to such action, proceeding, claim, controversy or dispute (whether at law, in equity, in contract, in tort or otherwise) shall action may be heard and determined exclusively in the Court of Chancery of the State of Delaware or any Delaware state or federal court sitting in the State of Delaware. Each of the parties hereto agrees that a final judgment in any action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) 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 Merger, on behalf of itself or its property, by the personal delivery of copies of such process to such party. Nothing in this Section 8.10 8.9 shall affect the right of any party hereto to serve legal process in any other manner permitted by Law.

Consent to Jurisdiction; Venue. (a) Each Except as set forth in Section 8.2, each of the parties hereto irrevocably submits to the exclusive jurisdiction of the state courts of Delaware and to the jurisdiction of the United States District Court for the District of Delaware for the purpose of any action, proceeding, claim, controversy or dispute (whether at law, in equity, in contract, in tort or otherwise) Action arising out of or relating to this Agreement and the Confidentiality Agreement (including any such action, proceeding, claim, controversy or dispute involving any Lender Party)Agreement, and each of the parties hereto irrevocably agrees that all claims in respect of to such action, proceeding, claim, controversy or dispute (whether at law, in equity, in contract, in tort or otherwise) shall Action may be heard and determined exclusively in any Delaware state or federal court sitting in the State of Delaware. Each of the parties hereto agrees that a final judgment in any action Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) Each of the parties hereto irrevocably consents to the service of any summons and complaint and any other process in any other action Action relating to the Merger, on behalf of itself or its property, by the personal delivery of copies of such process to such party. Nothing in this Section 8.10 9.8 shall affect the right of any party hereto to serve legal process in any other manner permitted by Lawlaw.

Consent to Jurisdiction; Venue. (a) Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the state courts of Delaware and to the jurisdiction of the United States District Court for the District of Delaware Delaware, for the purpose of any action, proceeding, claim, controversy action or dispute (whether at law, in equity, in contract, in tort or otherwise) proceeding arising out of or relating to this Agreement and the Confidentiality Agreement (including any such action, proceeding, claim, controversy or dispute involving any Lender Party), and each of the parties hereto irrevocably agrees that all claims in respect of to such action, proceeding, claim, controversy action or dispute (whether at law, in equity, in contract, in tort or otherwise) shall proceeding may be heard and determined exclusively in any Delaware state or federal court sitting in the State City of DelawareWilmington. Each of the parties hereto agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawLaw. (b) Each of the parties hereto irrevocably consents to the service of any summons and complaint complaints and any other process in any other action or proceeding relating to the Merger, on behalf of itself or its property, by the personal delivery of copies of such process to such party. Nothing in this Section 8.10 9.09 shall affect the right of any party hereto to serve legal process in any other manner permitted by Law.

Consent to Jurisdiction; Venue. (a) Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the state courts of Delaware and to the jurisdiction of the United States District Court for the District of Delaware Delaware, for the purpose of any action, proceeding, claim, controversy action or dispute (whether at law, in equity, in contract, in tort or otherwise) proceeding arising out of or relating to this Agreement and the Confidentiality Agreement (including any such action, proceeding, claim, controversy or dispute involving any Lender Party), and each of the parties hereto irrevocably agrees that all claims in respect of to such action, proceeding, claim, controversy action or dispute (whether at law, in equity, in contract, in tort or otherwise) shall proceeding may be heard and determined exclusively in any Delaware state or federal court sitting in the State City of DelawareWilmington. Each of the parties hereto agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) Each of the parties hereto irrevocably consents to the service of any summons and complaint and any other process in any other action or proceeding relating to the Merger, on behalf of itself or its property, by the personal delivery of copies of such process to such party. Nothing in this Section 8.10 8.8 shall affect the right of any party hereto to serve legal process in any other manner permitted by Lawlaw.