Common use of Enforcement; Forum; Waiver of Jury Trial Clause in Contracts

Enforcement; Forum; Waiver of Jury Trial. (a) The parties acknowledge that there would be no adequate remedy at law if any party fails to perform any of its obligations hereunder, and accordingly agree that each party, in addition to any other remedy to which it may be entitled at law or in equity, shall be entitled to compel specific performance of the obligations of any other party under this Agreement in accordance with the terms and conditions of this Agreement, this being in addition to any other remedy to which they are entitled at law or in equity. (b) Each of the parties hereby agrees that all actions or proceedings arising out of or in connection with this Agreement or the transactions contemplated hereby (including the Offer and the Merger), or for recognition and enforcement of any judgment arising out of or in connection with this Agreement or the transactions contemplated hereby (including the Offer and the Merger), shall be tried and determined exclusively in the state or federal courts in the State of Delaware, and each of the parties hereby irrevocably submits with regard to any such action or proceeding for itself and with respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts. Each of the parties hereby expressly waives any right it may have to assert, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such action or proceeding: (a) any claim that it is not subject to personal jurisdiction in the aforesaid courts for any reason; (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts; and (c) that (i) any of the aforesaid courts is an inconvenient or inappropriate forum for such action or proceeding, (ii) venue is not proper in any of the aforesaid courts, and (iii) this Agreement, the transactions contemplated hereby (including the Offer and the Merger) or the subject matter hereof or thereof, may not be enforced in or by any of the aforesaid courts. (c) EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY FOR ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING THE OFFER AND THE MERGER), OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING THE OFFER AND THE MERGER).

Enforcement; Forum; Waiver of Jury Trial. (a) The parties acknowledge that there would be no adequate remedy at law if any party fails to perform any of its obligations hereunder, and accordingly agree that each party, in addition to any other remedy to which it may be entitled at law or in equity, shall be entitled to compel specific performance of the obligations of any other party under this Agreement in accordance with the terms and conditions of this Agreement, this being in addition to any other remedy to which they are entitled at law or in equity. The parties to this Agreement shall not object to the granting of injunctive or other equitable relief on the basis that there exists an adequate remedy at law. (b) Each of the parties hereby agrees that all actions or proceedings arising out of or in connection with this Agreement or the transactions contemplated hereby (including the Offer and the Merger), ) or for recognition and enforcement of any judgment arising out of or in connection with this Agreement or the transactions contemplated hereby (including the Offer and the Merger), shall be tried and determined exclusively in the state Delaware Court of Chancery, or federal courts in the State event (but only in the event) that such court does not have subject matter over such proceeding, in the United States District Court for the District of Delaware, and each of the parties hereby irrevocably submits with regard to any such action or proceeding for itself and with respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts. Each of the parties hereby expressly waives any right it may have to assert, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such action or proceeding: (ai) any claim that it is not subject to personal jurisdiction in the aforesaid courts for any reason; (bii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts; and (ciii) that (iA) any of the aforesaid courts is an inconvenient or inappropriate forum for such action or proceeding, (iiB) venue is not proper in any of the aforesaid courts, courts and (iiiC) this Agreement, the transactions contemplated hereby (including the Offer and the Merger) or the subject matter hereof or thereof, may not be enforced in or by any of the aforesaid courts. (c) EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY FOR ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING THE OFFER AND THE MERGER), ) OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING THE OFFER AND THE MERGER).

Enforcement; Forum; Waiver of Jury Trial. (a) The parties acknowledge Company agrees that there would to the extent it has incurred losses or damages in connection with this Agreement (i) the maximum aggregate liability of the Purchasers for such losses or damages shall be limited to the payment of the Company Termination Fee as specified in Section 7.2(a) hereof and the payments, if any, to be made pursuant to Section 7.3(b) and Section 7.3(c) hereof, and (ii) in no adequate remedy at law event shall the Company seek to recover any money damages in excess of the Company Termination Fee and the payments, if any party fails any, to perform be made pursuant to Section 7.3(b) and Section 7.3(c) hereof from the Purchasers, or any of its obligations hereundertheir respective former, and accordingly agree that each partycurrent, or future stockholders, managers, members, directors, officers, Affiliates, attorneys, advisors, or agents in addition to any other remedy to which it may be entitled at law or in equity, shall be entitled to compel specific performance of the obligations of any other party under this Agreement in accordance with the terms and conditions of this Agreement, this being in addition to any other remedy to which they are entitled at law or in equityconnection therewith. (b) Each of the parties hereto hereby agrees that all actions or proceedings arising out of or in connection with this Agreement or the transactions contemplated hereby (including the Tender Offer and the Merger), Capital Contribution) or for recognition and enforcement of any judgment arising out of or in connection with this Agreement or the transactions contemplated hereby (including the Tender Offer and the MergerCapital Contribution), shall be tried and determined exclusively (i) prior to the Petition Date, in the state or any federal courts court located in the State of DelawareDelaware and (ii) after the Petition Date, and each in the Bankruptcy Court. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and with respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts. Each of the parties hereto hereby expressly waives any right it may have to assert, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such action or proceeding: (ai) any claim that it is not subject to personal jurisdiction in the aforesaid courts for any reason; (bii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts; and (ciii) that (iA) any of the aforesaid courts is an inconvenient or inappropriate forum for such action or proceeding, (iiB) venue is not proper in any of the aforesaid courts, courts and (iiiC) this Agreement, the transactions contemplated hereby (including the Tender Offer and the MergerCapital Contribution) or the subject matter hereof or thereof, may not be enforced in or by any of the aforesaid courts. (c) EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY FOR ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING THE OFFER AND THE MERGER), OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING THE OFFER AND THE MERGER).

Enforcement; Forum; Waiver of Jury Trial. (a) The parties acknowledge Company agrees that there would be no adequate remedy at law if any party fails to perform any of its obligations hereunder, and accordingly agree that each party, the extent it has incurred losses or damages in addition to any other remedy to which it may be entitled at law or in equity, shall be entitled to compel specific performance of the obligations of any other party under this Agreement in accordance connection with the terms and conditions of this Agreement, this being (i) the maximum aggregate liability of Purchaser for such losses or damages shall be limited to payment of the Expenses Reimbursement as specified in addition Section 7.3 and (ii) in no event shall the Company seek to recover any other remedy to which they are entitled at law money damages in excess of the Expenses Reimbursement from Purchaser, or any of their respective any of their respective former, current, or future stockholders, managers, members, directors, officers, Affiliates or agents in equityconnection therewith. (b) Each of the parties hereby agrees that all actions or proceedings arising out of or in connection with this Agreement or the transactions contemplated hereby (including the Offer and the Merger), Debt Exchange) or for recognition and enforcement of any judgment arising out of or in connection with this Agreement or the transactions contemplated hereby (including the Offer and the MergerDebt Exchange), shall be tried and determined exclusively in the state or any federal courts court located in the State of DelawareMexico City, and each of the parties hereby irrevocably submits with regard to any such action or proceeding for itself and with respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts. Each of the parties hereby expressly waives any right it may have to assert, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such action or proceeding: (ai) any claim that it is not subject to personal jurisdiction in the aforesaid courts for any reason; (bii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts; and (ciii) that (iA) any of the aforesaid courts is an inconvenient or inappropriate forum for such action or proceeding, (iiB) venue is not proper in any of the aforesaid courts, courts and (iiiC) this Agreement, the transactions contemplated hereby (including the Offer and the MergerDebt Exchange) or the subject matter hereof or thereof, may not be enforced in or by any of the aforesaid courts. (c) EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY FOR ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING THE OFFER AND THE MERGER), OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING THE OFFER AND THE MERGER).