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

Consent to Jurisdiction; Waiver of Trial by Jury. Any Action based upon, arising out of or related to this Agreement, or the transactions contemplated hereby, shall be brought in the Court of Chancery of the State of Delaware; provided, that if jurisdiction is not then available in the Delaware Chancery Court, then any such legal Action may be brought in any federal court located in the State of Delaware or any other Delaware state court. The parties hereto hereby (a) irrevocably submit to the exclusive jurisdiction of the aforesaid courts for themselves and with respect to their respective properties for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto, and (b) agree not to commence any Action relating thereto except in the courts described above in Delaware, 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 herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action arising out of or relating to this Agreement or the transactions contemplated hereby, (i) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (ii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) that (A) the Action in any such court is brought in an inconvenient forum, (B) the venue of such Action is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. EACH OF THE PARTIES IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE MERGER, OR THE OTHER TRANSACTIONS CONTEMPLATED HEREBY.

Consent to Jurisdiction; Waiver of Trial by Jury. Any Action based uponEach party hereto hereby irrevocably consents and agrees, for the benefit of each other party, that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter under or arising out of or related in connection with this Agreement and with respect to this Agreementthe enforcement, modification, vacation or the transactions contemplated hereby, shall be brought correction of an award rendered in the Court of Chancery of the State of Delaware; provided, that if jurisdiction is not then available in the Delaware Chancery Court, then any such legal Action an arbitration proceeding may be brought in any state or federal court located in the State City of Wilmington, New Castle County, Delaware or any other (a “Delaware state court. The parties hereto Court”), and hereby (a) irrevocably submit accepts and submits to the exclusive jurisdiction of the aforesaid courts for themselves and each such Delaware Court with respect to their respective properties for any such action, suit or proceeding. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY MATTER ARISING HEREUNDER. Each party hereto waives any objection which it may now or hereafter have to the purpose laying of venue of any Action arising out of the aforesaid actions, suits or relating to this Agreement proceedings brought by any party hereto, and (b) agree not to commence any Action relating thereto except in the courts described above in Delaware, 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 herein. Each of the parties Court and hereby further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, waives and agrees not to assert, by way of motion plead or as a defense, counterclaim or otherwise, in any Action arising out of or relating to this Agreement or the transactions contemplated hereby, (i) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (ii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) that (A) the Action in any such court is Delaware Court that any such action, suit or proceeding brought therein has been brought in an inconvenient forum. Each party agrees that (i) to the fullest extent permitted by law, service of process may be effectuated hereinafter by mailing a copy of the summons and complaint or other pleading by certified mail, return receipt requested, at its address set forth on the Schedule of Members and (Bii) all notices that are required to be given hereunder may be given by the venue attorneys for the respective parties. [FORM OF SIGNATURE PAGE] DATED AS OF: LIMITED LIABILITY COMPANY AGREEMENT OF WOODSIDE HOMES COMPANY, LLC IN WITNESS WHEREOF, the undersigned Member has caused this counterpart signature page to the Limited Liability Company Agreement of such Action WOODSIDE HOMES COMPANY, LLC, dated as of , 2014, to be duly executed as of the date first above written. [NAME OF MEMBER] By: Name: Title: Address for Notices: Attn: Phone: Fax: e-mail: JOINDER For good and valuable consideration, the receipt and adequacy of which is improper or (C) acknowledged and confessed, Woodside Homes, Inc., a Delaware corporation, does hereby join this Agreement solely with respect to its rights and obligations set forth under Section 9.8 of the Agreement. WOODSIDE HOMES, or the subject matter hereof, may not be enforced in or by such courtsINC. EACH OF THE PARTIES IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE MERGER, OR THE OTHER TRANSACTIONS CONTEMPLATED HEREBY.By: Name: Title:

Consent to Jurisdiction; Waiver of Trial by Jury. Any Action based upon, arising out Each Guarantor (i) hereby irrevocably submits to the nonexclusive jurisdiction of or related to this Agreement, or the transactions contemplated hereby, shall be brought in the Supreme Court of Chancery of the State of Delaware; providedNew York, that if jurisdiction is not then available in the Delaware Chancery Court, then any such legal Action may be brought in any federal court located in the State of Delaware or any other Delaware state court. The parties hereto hereby New York County (a) irrevocably submit without prejudice to the exclusive right of any party to remove to the United States District Court for the Southern District of New York) and to the nonexclusive jurisdiction of the aforesaid courts for themselves and with respect to their respective properties United States District Court for the purpose Southern District of New York for the purposes of any Action suit, action or other proceeding arising out of this Guaranty or relating to this Agreement the subject matter hereof brought by any party heretothe Guaranty Beneficiary; (ii) hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State court, or in such federal court; and (biii) agree not to commence any Action relating thereto except in the courts described above in Delawareextent permitted by Applicable Law, 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 herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or motion, as a defense, counterclaim or otherwise, in any Action arising out of such suit, action or relating to this Agreement or the transactions contemplated herebyproceeding, (i) any claim that it such party is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reasonabove-named courts, (ii) that it the suit, action or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) that (A) the Action in any such court proceeding is brought in an inconvenient forum, (B) that the venue of such Action the suit, action or proceeding is improper or (C) that this Agreement, Guaranty or the subject matter hereof, hereof may not be enforced in or by such courtscourt. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF GUARANTOR HEREBY WAIVES THE PARTIES IRREVOCABLY WAIVES ANY AND ALL RIGHT TO DEMAND A TRIAL BY JURY IN ANY SUCH SUIT, ACTION BASED UPON, OR OTHER PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE MERGER, GUARANTY OR THE OTHER TRANSACTIONS CONTEMPLATED HEREBYSUBJECT MATTER THEREOF BROUGHT BY THE GUARANTY BENEFICIARY.

Consent to Jurisdiction; Waiver of Trial by Jury. Any Action based upon(a) Each Member and the Company irrevocably and unconditionally submits, arising out for itself and its property, to the exclusive jurisdiction of the federal or state courts of or related to this Agreement, or the transactions contemplated hereby, shall be brought in the Court of Chancery of the State of Delaware; provided, that if jurisdiction is not then available in the Delaware Chancery Court, then any such legal Action may be brought in any federal court located in the State of Delaware or any other Delaware state court. The parties hereto hereby (a) irrevocably submit to the exclusive jurisdiction of the aforesaid courts for themselves and with respect to their respective properties for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto, and (b) agree not to commence any Action relating thereto except in the courts described above in Delaware, other than Actions in any court of competent jurisdiction to enforce any judgment, decree action or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated herebyhereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally (i) agrees that any claim that it is not personally subject to in respect of any such action or proceeding shall be heard and determined in the jurisdiction federal or state courts of or located in the courts in Delaware as described herein for any reasonState of Delaware, (ii) that waives, to the fullest extent it may legally and effectively do so, any objection which it may now or its property is exempt or immune from jurisdiction hereafter have to the laying of venue of any such court action or from any legal process commenced proceeding in such courts (whether through service of noticecourts, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts, (iv) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined in the federal or state courts of or located in the State of Delaware and, on appeal, the Delaware Supreme Court or, in the case of appeal from the United States District Court in Delaware, the United States Court of Appeals for the Third Circuit and (Av) agrees that it will not bring any action relating to this Agreement or the Action transactions contemplated hereby in any court other than the aforesaid courts. Each Member and the Company agrees that a final judgment in any such court is brought in an inconvenient forumaction or proceeding, (B) as to which available appeals have been exhausted or no appeals have been filed within the venue of such Action is improper or (C) this Agreementtime set by law, or the subject matter hereof, will be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtslaw. EACH OF THE PARTIES IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE MERGER, OR THE OTHER TRANSACTIONS CONTEMPLATED HEREBYEach Member and the Company irrevocably consents to service of process in the manner provided for giving notices in Section 14.01. Nothing in this Agreement will affect the right of any Member or the Company to serve process in any other manner permitted by law.

Consent to Jurisdiction; Waiver of Trial by Jury. Any Action Each of the Parties irrevocably 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 of America sitting in the State of Delaware) in connection with any matter based upon, upon or arising out of or related to this Agreement, Agreement or the transactions contemplated hereby, shall agrees that process may be brought served upon them in any manner authorized by the Court of Chancery laws of the State of Delaware; providedDelaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, that if jurisdiction is not then available in the Delaware Chancery Court, then any such legal Action may be brought in any federal court located in the State venue and manner of Delaware or any other Delaware state courtservice of process. The parties hereto Each Party hereby (a) irrevocably submit to the exclusive jurisdiction of the aforesaid courts for themselves and with respect to their respective properties for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto, and (b) agree agrees not to commence any Action legal proceedings relating thereto except to or arising out of this Agreement or the transactions contemplated hereby in the any jurisdiction or courts described above in Delaware, 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 provided herein. Each of Without limiting the parties further foregoing, each Party agrees that notice as provided herein shall constitute sufficient service of process on such Party in accordance with Section 4.2 shall be deemed effective service of process on such Party and the parties each Party waives any further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waivesParties (a) certifies that no representative, and agrees not to assertagent or attorney of any other Party has represented, by way of motion or as a defense, counterclaim expressly or otherwise, that such other Party would not, in any Action arising out the event of or relating litigation, seek to enforce that foregoing waiver and (b) acknowledges that it and the other Parties have been induced to enter into this Agreement or and the transactions contemplated hereby, (i) any claim that it is not personally subject to as applicable, by, among other things, the jurisdiction of the courts mutual waivers and certifications in Delaware as described herein for any reason, (ii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) that (A) the Action in any such court is brought in an inconvenient forum, (B) the venue of such Action is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courtsSection. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE MERGER, AGREEMENT OR THE OTHER TRANSACTIONS CONTEMPLATED HEREBY.

Consent to Jurisdiction; Waiver of Trial by Jury. Any Action based uponEach party hereto hereby irrevocably consents and agrees, for the benefit of each other party, that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter under or arising out of or related in connection with this Agreement and with respect to this Agreementthe enforcement, modification, vacation or the transactions contemplated hereby, shall be brought correction of an award rendered in the Court of Chancery of the State of Delaware; provided, that if jurisdiction is not then available in the Delaware Chancery Court, then any such legal Action an arbitration proceeding may be brought in any state or federal court located in the State City of Wilmington, New Castle County, Delaware or any other (a “Delaware state court. The parties hereto Court”), and hereby (a) irrevocably submit accepts and submits to the exclusive jurisdiction of the aforesaid courts for themselves and each such Delaware Court with respect to their respective properties for any such action, suit or proceeding. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY MATTER ARISING HEREUNDER. Each party hereto waives any objection which it may now or hereafter have to the purpose laying of venue of any Action arising out of the aforesaid actions, suits or relating to this Agreement proceedings brought by any party hereto, and (b) agree not to commence any Action relating thereto except in the courts described above in Delaware, 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 herein. Each of the parties Court and hereby further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, waives and agrees not to assert, by way of motion plead or as a defense, counterclaim or otherwise, in any Action arising out of or relating to this Agreement or the transactions contemplated hereby, (i) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (ii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) that (A) the Action in any such court is Delaware Court that any such action, suit or proceeding brought therein has been brought in an inconvenient forum. Each party agrees that (i) to the fullest extent permitted by law, service of process may be effectuated hereinafter by mailing a copy of the summons and complaint or other pleading by certified mail, return receipt requested, at its address set forth on the Schedule of Members and (Bii) all notices that are required to be given hereunder may be given by the venue attorneys for the respective parties. [FORM OF SIGNATURE PAGE] DATED AS OF: LIMITED LIABILITY COMPANY AGREEMENT OF WOODSIDE HOMES COMPANY, LLC IN WITNESS WHEREOF, the undersigned Member has caused this counterpart signature page to the Limited Liability Company Agreement of such Action is improper or (C) this AgreementWOODSIDE HOMES COMPANY, or LLC, dated as of , 2014, to be duly executed as of the subject matter hereof, may not be enforced in or by such courtsdate first above written. EACH [NAME OF THE PARTIES IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE MERGER, OR THE OTHER TRANSACTIONS CONTEMPLATED HEREBY.MEMBER] By: Name: Title: Address for Notices: