Common use of Dispute Resolution; Consent to Jurisdiction Clause in Contracts

Dispute Resolution; Consent to Jurisdiction. (a) Any Transaction Dispute will exclusively be brought and resolved in the U.S. District Court for the Southern District of New York (where federal jurisdiction exists) or the Commercial Division of the Courts of the State of New York sitting in the County of New York (where federal jurisdiction does not exist), and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each party irrevocably and unconditionally: (i) submits for itself and its property to the exclusive jurisdiction of such courts with respect to any Transaction Dispute and for recognition and enforcement of any judgment in respect thereof, and agrees that all claims in respect of any Transaction Dispute shall be heard and determined in such courts; (ii) agrees that venue would be proper in such courts, and waives any objection that it may now or hereafter have that any such court is an improper or inconvenient forum for the resolution of any Transaction Dispute; and (iii) agrees that the mailing by certified or registered mail, return receipt requested, to the Persons listed in Section 6.06 of any process required by any such court, will be effective service of process; provided, however, that nothing herein will be deemed to prevent a party from making service of process by any means authorized by the Laws of the State of New York. (b) The foregoing consent to jurisdiction will not constitute submission to jurisdiction or general consent to service of process in the State of New York for any purpose except with respect to any Transaction Dispute.

Dispute Resolution; Consent to Jurisdiction. (a) Any Transaction Dispute will exclusively be brought and resolved in the U.S. District Court for the Southern District of New York (where federal jurisdiction exists) or the Commercial Division of the Courts of the State of New York sitting in the County of New York (where federal jurisdiction does not exist), and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each party irrevocably and unconditionally: (i) submits for itself and its property to the exclusive jurisdiction of such courts with respect to any Transaction Dispute and for recognition and enforcement of any judgment in respect thereof, and agrees that all claims in respect of any Transaction Dispute shall be heard and determined in such courts; (ii) agrees that venue would be proper in such courts, and waives any objection that it may now or hereafter have that any such court is an improper or inconvenient forum for the resolution of any Transaction Dispute; and (iii) agrees that the mailing by certified or registered mail, return receipt requested, to the Persons listed in Section 6.06 5.06 of any process required by any such court, will be effective service of process; provided, however, that nothing herein will be deemed to prevent a party from making service of process by any means authorized by the Laws of the State of New York. (b) The foregoing consent to jurisdiction will not constitute submission to jurisdiction or general consent to service of process in the State of New York for any purpose except with respect to any Transaction Dispute.

Dispute Resolution; Consent to Jurisdiction. (a) Any Except as set forth in Section 3.05 with respect to any dispute to be resolved by the Independent Accounting Firm, any Transaction Dispute will exclusively be brought and resolved in the U.S. District Court for the Southern District of New York (where federal jurisdiction exists) or the Commercial Division of the Courts of the State of New York sitting in the County of New York (where federal jurisdiction does not exist), and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each party Party irrevocably and unconditionally: (i) submits for itself and its property to the exclusive jurisdiction of such courts with respect to any Transaction Dispute and for recognition and enforcement of any judgment in respect thereof, and agrees that all claims in respect of any Transaction Dispute shall be heard and determined in such courts; (ii) agrees that venue would be proper in such courts, and waives any objection that it may now or hereafter have that any such court is an improper or inconvenient forum for the resolution of any Transaction Dispute; and (iii) agrees that the mailing by certified or registered mail, return receipt requested, to the Persons listed in Section 6.06 13.03 of any process required by any such court, will be effective service of process; provided, however, that nothing herein will be deemed to prevent a party Party from making service of process by any means authorized by the Laws of the State of New York. (b) The foregoing consent to jurisdiction will not constitute submission to jurisdiction or general consent to service of process in the State of New York for any purpose except with respect to any Transaction Dispute.

Dispute Resolution; Consent to Jurisdiction. (a) Any Transaction Dispute will exclusively be brought and resolved in the U.S. District Court for the Southern District of New York (where federal jurisdiction exists) or the Commercial Division of the Courts Chancery of the State of New York sitting Delaware and any state appellate court therefrom within the State of Delaware or, in the County of New York (where federal jurisdiction event that such court does not exist)have subject matter jurisdiction over such Transaction Dispute, and any federal or state court located in the appellate courts having jurisdiction State of appeals in such courtsDelaware. In that context, and without limiting the generality of the foregoing, each party Party and the Stockholders’ Representative irrevocably and unconditionally: (i) submits for itself and its property to the exclusive jurisdiction of such courts with respect to any Transaction Dispute and for recognition and enforcement of any judgment in respect thereof, and agrees that all claims in respect of any Transaction Dispute shall be heard and determined in such courts; (ii) agrees that venue would be proper in such courts, and waives any objection that it may now or hereafter have that any such court is an improper or inconvenient forum for the resolution of any Transaction Dispute; and (iii) agrees that the mailing by certified or registered mail, return receipt requested, to the Persons listed in Section 6.06 14.03 of any process required by any such court, will be effective service of process; provided, however, that nothing herein will be deemed to prevent a party Party or the Stockholders’ Representative from making service of process by any means authorized by the Laws of the State of New YorkDelaware. (b) The foregoing consent to jurisdiction will not constitute submission to jurisdiction or general consent to service of process in the State of New York Delaware for any purpose except with respect to any Transaction Dispute.

Dispute Resolution; Consent to Jurisdiction. (a) Any Except as otherwise provided in Section 3.06 and Article IX, any Transaction Dispute will exclusively be brought and resolved in the U.S. District Court for the Southern District of New York (where federal jurisdiction exists) or the Commercial Division of the Courts of the State of New York sitting in the County of New York (where federal jurisdiction does not exist), and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each party Party irrevocably and unconditionally: (i) submits for itself and its property to the exclusive jurisdiction of such courts with respect to any Transaction Dispute and for recognition and enforcement of any judgment in respect thereof, and agrees that all claims in respect of any Transaction Dispute shall be heard and determined in such courts; (ii) agrees that venue would be proper in such courts, and waives any objection that it may now or hereafter have that any such court is an improper or inconvenient forum for the resolution of any Transaction Dispute; and (iii) agrees that the mailing by certified or registered mail, return receipt requested, to the Persons listed in Section 6.06 13.03 of any process required by any such court, will be effective service of process; provided, however, that nothing herein will be deemed to prevent a party Party from making service of process by any means authorized by the Laws of the State of New York. (b) The foregoing consent to jurisdiction will not constitute submission to jurisdiction or general consent to service of process in the State of New York for any purpose except with respect to any Transaction Dispute.

Dispute Resolution; Consent to Jurisdiction. (a) Any Transaction Dispute will exclusively be brought and resolved exclusively in any Nevada state court (or, only if the Nevada state courts decline to accept jurisdiction over a particular matter, then in the U.S. District Court for the Southern District of New York (where federal jurisdiction exists) or the Commercial Division Federal court of the Courts United States of the State of New York America sitting in the County Xxxxx County, Nevada) and any appellate court from any of New York (where federal jurisdiction does not exist), and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each party Party irrevocably and unconditionally: (i) submits for itself and its property to the exclusive jurisdiction of such courts with respect to any Transaction Dispute and for recognition and enforcement of any judgment in respect thereof, and agrees that all claims in respect of any Transaction Dispute shall be heard and determined in such courts; (ii) agrees that venue would be proper in such courts, and waives any objection that it may now or hereafter have that any such court is an improper or inconvenient forum for the resolution of any Transaction Dispute; and (iii) agrees that the mailing by certified or registered mail, return receipt requested, to the Persons listed in Section 6.06 9.04 of any process required by any such court, court will be effective service of process; provided, however, that nothing herein will be deemed to prevent a party Party from making service of process by any other means authorized by the Laws of the State of New YorkNevada. (b) The foregoing consent to jurisdiction will not constitute submission to jurisdiction or general consent to service of process in the State of New York Nevada for any purpose except with respect to any Transaction Dispute.

Dispute Resolution; Consent to Jurisdiction. (a) Any Except as otherwise provided in the Channel Agreement, any Transaction Dispute will exclusively be brought and resolved in the U.S. District Court for the Southern District of New York Delaware (where federal jurisdiction exists) or the Commercial Division commercial division of the Courts courts of the State of New York sitting in the County of New York Delaware (where federal jurisdiction does not exist), and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each party Party irrevocably and unconditionally: (i) submits for itself and its property to the exclusive jurisdiction of such courts with respect to any Transaction Dispute and for recognition and enforcement of any judgment in respect thereof, and agrees that all claims in respect of any Transaction Dispute shall be heard and determined in such courts; (ii) agrees that venue would be proper in such courts, and waives any objection that it may now or hereafter have that any such court is an improper or inconvenient forum for the resolution of any Transaction Dispute; and (iii) agrees that the mailing by certified or registered mail, return receipt requested, to the Persons listed in Section 6.06 9.03 of any process required by any such court, will be effective service of process; provided, however, that nothing herein will be deemed to prevent a party Party from making service of process by any means authorized by the Laws of the State of New YorkDelaware. (b) The foregoing consent to jurisdiction will not constitute submission to jurisdiction or general consent to service of process in the State of New York Delaware for any purpose except with respect to any Transaction Dispute.

Dispute Resolution; Consent to Jurisdiction. (a) Any Except as otherwise provided in Section 3.04, any Transaction Dispute will exclusively be brought and resolved in the U.S. Court of Chancery of the State of Delaware (or, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the Southern District of New York Delaware or, if jurisdiction is not then available in the United States District Court for the District of Delaware (where federal jurisdiction exists) or the Commercial Division of the Courts of the State of New York but only in such event), then in any Delaware state court sitting in the County New Castle County) and any appellate court from any of New York (where federal jurisdiction does not exist), and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each party Party irrevocably and unconditionally: (i) i. submits for itself and its property to the exclusive jurisdiction of such courts with respect to any Transaction Dispute and for recognition and enforcement of any judgment in respect thereof, and agrees that all claims Claims in respect of any Transaction Dispute shall be heard and determined in such courts; (ii) . agrees that venue would be proper in such courts, and waives any objection that it may now or hereafter have that any such court is an improper or inconvenient forum for the resolution of any Transaction Dispute; and (iii) . agrees that the mailing by certified or registered mail, return receipt requested, to the Persons listed in Section 6.06 13.03 of any process required by any such court, will be effective service of process; provided, however, that nothing herein will be deemed to prevent a party Party from making service of process by any means authorized by the Laws of the State of New YorkDelaware. (b) The foregoing consent to jurisdiction will not constitute submission to jurisdiction or general consent to service of process in the State of New York Delaware for any purpose except with respect to any Transaction Dispute.

Dispute Resolution; Consent to Jurisdiction. (a) Any Except as otherwise provided in Section 3.04, any Transaction Dispute will exclusively be brought and resolved in the U.S. Court of Chancery of the State of Delaware (or, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the Southern District of New York Delaware or, if jurisdiction is not then available in the United States District Court for the District of Delaware (where federal jurisdiction exists) or the Commercial Division of the Courts of the State of New York but only in such event), then in any Delaware state court sitting in the County New Castle County) and any appellate court from any of New York (where federal jurisdiction does not exist), and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each party Party irrevocably and unconditionally: (i) submits for itself and its property to the exclusive jurisdiction of such courts with respect to any Transaction Dispute and for recognition and enforcement of any judgment in respect thereof, and agrees that all claims Claims in respect of any Transaction Dispute shall be heard and determined in such courts; (ii) agrees that venue for any such Transaction Dispute would be proper in such courts, and waives any objection that it may now or hereafter have that any such court is an improper or inconvenient forum for the resolution of any such Transaction Dispute; and (iii) agrees that the mailing by certified or registered mail, return receipt requested, to the Persons listed in Section 6.06 13.03 of any process required by any such court, will be effective service of process; provided, provided however, that nothing herein will be deemed to prevent a party Party from making service of process by any means authorized by the Laws of the State of New YorkDelaware. (b) The foregoing consent to jurisdiction will not constitute submission to jurisdiction or general consent to service of process in the State of New York Delaware for any purpose except with respect to any Transaction Dispute.

Dispute Resolution; Consent to Jurisdiction. (a) Any Transaction Dispute will shall exclusively be brought and resolved in the U.S. District Court for the Southern District of New York (where federal jurisdiction exists) or the Commercial Division of the Courts Supreme Court of the State of New York sitting in the County of New York (where federal jurisdiction does not exist), and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each party Party irrevocably and unconditionally: (i) submits for itself and its property to the exclusive jurisdiction of such courts with respect to any Transaction Dispute and for recognition and enforcement of any judgment in respect thereofresulting from any Transaction Dispute, and agrees that all claims in respect of any Transaction Dispute shall be exclusively heard and determined in such courts; (ii) agrees that venue would be proper in such courts, and waives any objection that it may now or hereafter have that any such court is an improper or inconvenient forum for the resolution of any Transaction Dispute; and (iii) agrees that the mailing by certified or registered mail, return receipt requested, to the Persons listed in Section 6.06 13.03 of any process required by any such court, will be effective service of process; provided, however, that nothing herein will be deemed to prevent a party Party from making service of process by any means authorized by the Laws of the State of New York. (b) The foregoing consent to jurisdiction will shall not constitute submission to jurisdiction or general consent to service of process in the State of New York for any purpose except with respect to any Transaction Dispute.

Dispute Resolution; Consent to Jurisdiction. (a) Any Transaction Dispute will exclusively be brought and resolved in the U.S. District Court for the Southern District of New York (where federal jurisdiction exists) or the Commercial Division of the Courts of the State of New York sitting in the County of New York (where federal jurisdiction does not exist), and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each party Party irrevocably and unconditionally: (i) submits for itself and its property to the exclusive jurisdiction of such courts with respect to any Transaction Dispute and for recognition and enforcement of any judgment in respect thereof, and agrees that all claims in respect of any Transaction Dispute shall be exclusively heard and determined in such courts; (ii) agrees that venue would be proper in such courts, and waives any objection that it may now or hereafter have that any such court is an improper or inconvenient forum for the resolution of any Transaction Dispute; and (iii) agrees that the mailing by certified or registered mail, return receipt requested, to the Persons listed in Section 6.06 10.03 of any process required by any such court, will be effective service of process; provided, however, that nothing herein will be deemed to prevent a party Party from making service of process by any means authorized by the Laws of the State of New York. (b) The foregoing consent to jurisdiction will not constitute submission to jurisdiction or general consent to service of process in the State of New York for any purpose except with respect to any Transaction Dispute. (c) Nothing in this Section 10.13 is intended to supersede the dispute procedures set forth in Section 3.04 or Section 3.05 with respect to the Initial Settlement Statement and the Final Settlement Statement or preclude the ability of any Party to seek specific performance pursuant to Section 10.15 in a court of competent jurisdiction.

Dispute Resolution; Consent to Jurisdiction. (a) Any Transaction Dispute will shall exclusively be brought and resolved in the U.S. District Court for the Southern District of New York (where federal jurisdiction exists) or the Commercial Division of the Courts Supreme Court of the State of New York sitting in the County of New York (where federal jurisdiction does not exist), and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each party Party irrevocably and unconditionally: (i) submits for itself and its property to the exclusive jurisdiction of such courts with respect to any Transaction Dispute and (other than for recognition and enforcement of any judgment in respect thereof, resulting from any Transaction Dispute) and agrees that all claims in respect of any Transaction Dispute (other than any or recognition or enforcement Action) shall be exclusively heard and determined in such courts; (ii) agrees that venue would be proper in such courts, and waives any objection that it may now or hereafter have that any such court is an improper or inconvenient forum for the resolution of any Transaction Dispute; and (iii) agrees that the mailing by certified or registered mail, return receipt requested, to the Persons listed in Section 6.06 13.03 of any process required by any such court, will be effective service of process; provided, however, that nothing herein will be deemed to prevent a party Party from making service of process by any means authorized by the Laws of the State of New York. (b) The foregoing consent to jurisdiction will shall not constitute submission to jurisdiction or general consent to service of process in the State of New York for any purpose except with respect to any Transaction Dispute.

Dispute Resolution; Consent to Jurisdiction. (a) Any Except as otherwise provided in Section 3.05, any Transaction Dispute will exclusively be brought and resolved in the U.S. District Court for the Southern District of New York (where federal jurisdiction exists) or the Commercial Division of the Courts of the State of New York sitting in the County of New York (where federal jurisdiction does not exist), and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each party Party irrevocably and unconditionally: (i) submits for itself and its property to the exclusive jurisdiction of such courts with respect to any Transaction Dispute and for recognition and enforcement of any judgment in respect thereof, and agrees that all claims in respect of any Transaction Dispute shall be heard and determined in such courts; (ii) agrees that venue would be proper in such courts, and waives any objection that it may now or hereafter have that any such court is an improper or inconvenient forum for the resolution of any Transaction Dispute; and (iii) agrees that the mailing by certified or registered mail, return receipt requested, to the Persons listed in Section 6.06 13.03 of any process required by any such court, will be effective service of process; provided, however, that nothing herein will be deemed to prevent a party Party from making service of process by any means authorized by the Laws of the State of New York. (b) The foregoing consent to jurisdiction will not constitute submission to jurisdiction or general consent to service of process in the State of New York for any purpose except with respect to any Transaction Dispute.

Dispute Resolution; Consent to Jurisdiction. (a) Any Transaction Dispute will exclusively be brought The Parties agree to unconditionally and resolved irrevocably submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if such court declines to accept jurisdiction over a particular matter, then in the U.S. United States District Court for the Southern District of New York Delaware or, if jurisdiction is not then available in the United States District Court for the District of Delaware (where federal jurisdiction exists) or the Commercial Division of the Courts of the State of New York but only in such event), then in any Delaware state court sitting in the County New Castle County) and any appellate court from any of New York (where federal jurisdiction does not exist), and the appellate courts having jurisdiction of appeals in such courts, for the resolution of any Transaction Dispute. In that context, and without limiting the generality of the foregoing, each party Party irrevocably and unconditionally: (i) submits for itself and its property to the exclusive jurisdiction of such courts with respect to any Transaction Dispute and for recognition and enforcement of any judgment in respect thereof, and agrees that all claims in respect of any Transaction Dispute shall be heard and determined in such courts; (ii) agrees that venue would be proper in such courts, and waives any objection that it may now or hereafter have that any such court is an improper or inconvenient forum for the resolution of any Transaction Dispute; and (iii) agrees that the mailing by certified or registered mail, return receipt requested, to the Persons listed in Section 6.06 11.03 (as may be updated from time to time in accordance with Section 11.03) of any process required by any such court, will be effective service of process; provided, however, that nothing herein will be deemed to prevent a party Party from making service of process by any means authorized by the Laws of the State of New YorkDelaware. (b) The foregoing consent to jurisdiction will not constitute submission to jurisdiction or general consent to service of process in the State of New York Delaware for any purpose except with respect to any Transaction Dispute.

Dispute Resolution; Consent to Jurisdiction. (a) Any Without limiting any Party’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any Transaction Dispute will exclusively Dispute, and (ii) any and all proceedings related to the foregoing shall be brought filed and resolved maintained only in the Bankruptcy Court, and the Parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 10.6; provided, however, upon the closing of the Cases (except for any matter(s) with respect to the Sellers and/or the Cases in which the Bankruptcy Court retains jurisdiction with respect to such matter with respect to Sellers and/or the Cases), or if the Bankruptcy Court is unwilling or unable to hear such Transaction Dispute, then, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the U.S. District Court for the Southern District of Delaware sitting in New York (where federal jurisdiction exists) Castle County or the Commercial Division of the Courts courts of the State of New York Delaware sitting in New Castle County and any appellate court from any thereof, for the County resolution of New York (where federal jurisdiction does not exist), and the appellate courts having jurisdiction of appeals in any such courtsTransaction Dispute. In that context, and without limiting the generality of the foregoing, each party Party irrevocably and unconditionally: : (i) submits for itself and its property to the exclusive jurisdiction of such courts with respect to any Transaction Dispute and for recognition and enforcement of any judgment in respect thereof, and agrees that all claims in respect of any Transaction Dispute shall be heard and determined in such courts; ; (ii) agrees that venue would be proper in such courts, and waives any objection that it may now or hereafter have that any such court is an improper or inconvenient forum for the resolution of any Transaction Dispute; and and (iii) agrees that the mailing by certified or registered mail, return receipt requested, to the Persons listed Notice demand in accordance with Section 6.06 of any process required by any such court10.6, will be effective service of process; provided, however, that nothing herein will be deemed to prevent a party Party from making service of process by any means authorized by the Laws of the State of New YorkDelaware. (b) The foregoing consent to jurisdiction will not constitute submission to jurisdiction or general consent to service of process in the State of New York Delaware for any purpose except with respect to any Transaction Dispute.