Consent to Jurisdiction; Waiver of Trial by Jury. (a) Consent to Jurisdiction. Each Unitholder irrevocably submits to the exclusive jurisdiction of the United States District Court for the State of Delaware and the state courts of the State of Delaware for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each Unitholder further agrees that service of any process, summons, notice or document by United States certified or registered mail (in each such case, prepaid return receipt requested) to such Unitholder’s respective address set forth in the Company’s books and records or such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party shall be effective service of process in any action, suit or proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each Unitholder irrevocably and 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 the United States District Court for the State of Delaware or the state courts of the State of Delaware and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum.
Appears in 5 contracts
Samples: Limited Liability Company Agreement (Allvue Systems Holdings, Inc.), Limited Liability Company Agreement (Powerschool Holdings, Inc.), Limited Liability Company Agreement (Powerschool Holdings, Inc.)
Consent to Jurisdiction; Waiver of Trial by Jury. (a) Consent to Jurisdiction. Each Unitholder of the Parties hereto irrevocably submits consents to the exclusive jurisdiction and venue of the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court in the State of Delaware or, in the case of claims to which the federal courts have exclusive subject matter jurisdiction, any federal courts of the United States District Court for of America sitting in the State of Delaware and Delaware) in connection with any matter based upon or arising out of this Agreement or the state courts transactions contemplated hereby, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for the purposes such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and manner of any suit, action or other proceeding arising out service of this Agreement or any transaction contemplated herebyprocess. Each Unitholder further Party hereto hereby agrees that service of not to commence any process, summons, notice legal proceedings relating to or document by United States certified or registered mail (in each such case, prepaid return receipt requested) to such Unitholder’s respective address set forth in the Company’s books and records or such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party shall be effective service of process in any action, suit or proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each Unitholder irrevocably and 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 the United States District Court for the State of Delaware any jurisdiction or the state courts other than as provided herein. Each of the State Parties hereto (i) certifies that no representative, agent or attorney of Delaware any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and hereby irrevocably (ii) acknowledges that it and unconditionally waives the other Party hereto have been induced to enter into this Agreement and agrees not to plead or claim the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in any such court that any such actionthis Section. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, suit or proceeding brought in such court has been brought in an inconvenient forum.ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS
Appears in 4 contracts
Samples: Joinder Agreement (Northern Star Investment Corp. II), Joinder Agreement (Northern Star Acquisition Corp.), Form of Support Agreement (Northern Star Acquisition Corp.)
Consent to Jurisdiction; Waiver of Trial by Jury. (a) Consent to Jurisdiction. Each Unitholder irrevocably submits to the exclusive jurisdiction of the United States District Court for the State of Delaware and the state courts of the State of Delaware for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated herebycontemplated. Each Unitholder further agrees that service of any process, summons, notice or document by United States certified or registered mail (in each such case, prepaid return receipt requested) to such Unitholder’s respective address set forth in the Company’s books and records or such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party shall be effective service of process in any action, suit or proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each Unitholder irrevocably and 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 by this Agreement in the United States District Court for the State of Delaware or the state courts of the State of Delaware and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Bitcoin Depot Inc.), Limited Liability Company Agreement (GSR II Meteora Acquisition Corp.), Limited Liability Company Agreement (GSR II Meteora Acquisition Corp.)