Common use of Equitable Enforcement Clause in Contracts

Equitable Enforcement. Notwithstanding anything to the contrary contained in this Section 12.11, any claim by either party for injunctive or other equitable relief, including specific performance (including specific performance of the agreement to resolve disputes related to or arising out of accounting matters contained in Section 12.11(a) and the agreement to arbitrate contained in Section 12.11(b)), may be brought in any state or federal court located in the Southern District of New York in the State of New York, before or as a result of arbitration, and any judgment, order or decree relating thereto shall have precedence over any arbitral award or proceeding. Each of Parent, Sub, Times Mirror and HOL irrevocably submits to the exclusive jurisdiction of the state or federal courts situated in the Southern District in the State of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of Parent, Sub, Times Mirror and HOL agrees to commence any action, suit or proceeding relating hereto in any of such courts only. Each of Parent, Sub, Times Mirror and HOL further agrees that service of any process, summons, notice or document by U.S. registered mail to such party's respective address set forth in Section 12.5 above shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of Parent, Sub, Times Mirror and HOL 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 any of such courts only and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Equitable Enforcement. Notwithstanding anything to the contrary contained in this Section 12.119.11, any claim by either party for injunctive or other equitable relief, including specific performance (including specific performance of the agreement to resolve disputes related to or arising out of accounting matters contained in Section 12.11(a) and the agreement to arbitrate contained in Section 12.11(b9.11(a)), may be brought in any state the Supreme Court of the State of New York, New York County, or federal court located in the United States District Court for the Southern District of New York in the State of New York, before or as a result of arbitration, and any judgment, order or decree relating thereto shall have precedence over any arbitral award or proceeding. Each of Parent, Sub, Times Mirror and HOL AMNI irrevocably submits to the exclusive jurisdiction of (i) the state or federal courts situated in Supreme Court of the State of New York, New York County, and (ii) the United States District Court for the Southern District in the State of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of Parent, Sub, Times Mirror and HOL AMNI agrees to commence any action, suit or proceeding relating hereto either in any the United States District Court for the Southern District of New York or, if, for jurisdictional reasons, such courts onlysuit, action or other proceeding may not be brought in such court, in the Supreme Court of the State of New York, New York County. Each of Parent, Sub, Times Mirror and HOL AMNI further agrees that service of any process, summons, notice or document by U.S. registered mail to such party's respective address set forth in Section 12.5 9.5 above shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of Parent, Sub, Times Mirror and HOL AMNI 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 any of such courts only and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.this

Equitable Enforcement. Notwithstanding anything to the contrary contained in this Section 12.11herein, any claim by either party for injunctive or other equitable relief, including specific performance (including specific performance of the agreement to resolve disputes related to or arising out of accounting matters contained in Section 12.11(a) herein and the agreement to arbitrate contained in Section 12.11(b)13.5), may be brought in any state the Supreme Court of the State of New York, New York County, or federal court located in the United States District Court for the Southern District of New York in the State of New York, before or as a result of arbitration, and any judgment, order or decree relating thereto shall have precedence over any arbitral award or proceeding. Each of Parent, Sub, Times Mirror and HOL the parties hereto irrevocably submits to the exclusive jurisdiction of (i) the state or federal courts situated in Supreme Court of the State of New York, New York County, and (ii) the United States District Court for the Southern District in the State of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of Parent, Sub, Times Mirror and HOL the parties hereto agrees to commence any action, suit or proceeding relating hereto either in any the United States District Court for the Southern District of New York or, if, for jurisdictional reasons, such courts onlysuit, action or other proceeding may not be brought in such court, in the Supreme Court of the State of New York, New York County. Each of Parent, Sub, Times Mirror and HOL the parties hereto further agrees that service of any process, summons, notice or document by U.S. registered mail pursuant to such party's respective address set forth in Section 12.5 above 16 shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of Parent, Sub, Times Mirror and HOL the parties hereto 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 any (x) the Supreme Court of such courts only the State of New York, New York County, or (y) the United States District Court for the Southern District of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.. * * * * * If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return It to the Company, whereupon the foregoing shall become a binding agreement between you and the Company. Very truly yours, GARDEN STATE NEWSPAPERS, INC. By: /s/ XXXXXX X. XXXXXXX, XX ---------------------------------------- Title: Executive Vice President & CFO The foregoing is hereby agreed to as of the date thereof. GREENCO, INC. By:/s/ XXXXXX XXXXXXXX --------------------------------- Title: President

Equitable Enforcement. Notwithstanding anything to the contrary contained in this Section 12.1113.10, any claim by either any party for injunctive or other equitable relief, including specific performance (including specific performance of the agreement to resolve disputes related to or arising out of accounting matters contained in Section 12.11(a13.10(a) and the agreement to arbitrate contained in Section 12.11(b13.10(b)), may be brought in any state the Supreme Court of the State of New York, New York County, or federal court located in the United States District Court for the Southern District of New York in the State of New York, before or as a result of arbitration, and any judgment, order or decree relating thereto shall have precedence over any arbitral award or proceeding. Each of Parent, SubBuyer, Times Mirror and HOL Seller irrevocably submits to the exclusive jurisdiction of (i) the state or federal courts situated in Supreme Court of the State of New York, New York County, and (ii) the United States District Court for the Southern District in the State of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of Parent, SubBuyer, Times Mirror and HOL Seller agrees to commence any action, suit or proceeding relating hereto either in any the United States District Court for the Southern District of New York or, if, for jurisdictional reasons, such courts onlysuit, action or other proceeding may not be brought in such court, in the Supreme Court of the State of New York, New York County. Each of Parent, SubBuyer, Times Mirror and HOL Seller further agrees that service of any process, summons, notice or document by U.S. registered mail to such party's respective address set forth in Section 12.5 13.06 above shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of Parent, SubBuyer, Times Mirror and HOL Seller 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 any (x) the Supreme Court of such courts only the State of New York, New York County, or (y) the United States District Court for the Southern District of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Equitable Enforcement. Notwithstanding anything to the contrary --------------------- contained in this Section 12.1114.11, any claim by either party for injunctive or other equitable relief, including specific performance (including specific performance of the agreement to resolve disputes related to or arising out of accounting matters contained in Section 12.11(a14.11(a) and the agreement to arbitrate contained in Section 12.11(b14.11(b)), may be brought in any state the Supreme Court of the State of New York, New York County, or federal court located in the United States District Court for the Southern District of New York in the State of New York, before or as a result of arbitration, and any judgment, order or decree relating thereto shall have precedence over any arbitral award or proceeding. Each of Parent, SubMcGraw-Hill, Times Mirror and HOL Mosby irrevocably submits to the exclusive jurisdiction of (i) the state or federal courts situated in Supreme Court of the State of New York, New York County, and (ii) the United States District Court for the Southern District in the State of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of Parent, SubMcGraw-Hill, Times Mirror and HOL Mosby agrees to commence any action, suit or proceeding relating hereto either in any the United States District Court for the Southern District of New York or, if, for jurisdictional reasons, such courts onlysuit, action or other proceeding may not be brought in such court, in the Supreme Court of the State of New York, New York County. Each of Parent, SubMcGraw-Hill, Times Mirror and HOL Mosby further agrees that service of any process, summons, notice or document by U.S. registered mail to such party's respective address set forth in Section 12.5 14.06 above shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of Parent, SubMcGraw-Hill, Times Mirror and HOL Mosby 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 any (x) the Supreme Court of such courts only the State of New York, New York County, or (y) the United States District Court for the Southern District of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Equitable Enforcement. Notwithstanding anything to the contrary contained in this Section 12.1110.9, any claim by either party for injunctive or other equitable relief, including specific performance (including specific performance of the agreement to resolve disputes related to or arising out of accounting matters contained in Section 12.11(a) and the agreement to arbitrate contained in Section 12.11(b10.9(a)), may be brought in any state the Supreme Court of the State of New York, New York County, or federal court located in the United States District Court for the Southern District of New York in the State of New York, before or as a result of arbitration, and any judgment, order or decree relating thereto shall have precedence over any arbitral award or proceeding. Each of Parent, Sub, Times Mirror and HOL the Company irrevocably submits to the exclusive jurisdiction of (i) the state or federal courts situated in Supreme Court of the State of New York, New York County, and (ii) the United States District Court for the Southern District in the State of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of Parent, Sub, Times Mirror and HOL the Company agrees to commence any action, suit or proceeding relating hereto either in any the United States District Court for the Southern District of New York or, if, for jurisdictional reasons, such courts onlysuit, action or other proceeding may not be brought in such court, in the Supreme Court of the State of New York, New York County. Each of Parent, Sub, Times Mirror and HOL the Company further agrees that service of any process, summons, notice or document by U.S. registered mail to such party's ’s respective address set forth in Section 12.5 10.6 above shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of Parent, Sub, Times Mirror and HOL the Company 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 any (x) the Supreme Court of such courts only the State of New York, New York County, or (y) the United States District Court for the Southern District of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Equitable Enforcement. Notwithstanding anything to the contrary contained in this Section 12.1114.11, any claim by either party for injunctive or other equitable relief, including includ- ing specific performance (including specific performance of the agreement to resolve disputes related to or arising out of accounting ac- counting matters contained in Section 12.11(a14.11(a) and the agreement agree- ment to arbitrate contained in Section 12.11(b14.11(b)), may be brought in any state the Supreme Court of the State of New York, New York County, or federal court located in the United States District Court for the Southern District of New York in the State of New York, before or as a result of arbitration, and any judgment, order or decree relating thereto shall have precedence pre- cedence over any arbitral award or proceeding. Each of Parent, SubMcGraw- Hill, Times Mirror and HOL Mosby irrevocably submits to the exclusive exclu- sive jurisdiction of (i) the state or federal courts situated in Supreme Court of the State of New York, New York County, and (ii) the United States District Court for the Southern District in the State of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of Parent, SubMcGraw-Hill, Times Mirror and HOL Mosby agrees to commence any actionac- tion, suit or proceeding relating hereto either in any the United States District Court for the Southern District of New York or, if, for jurisdictional reasons, such courts onlysuit, action or other pro- ceeding may not be brought in such court, in the Supreme Court of the State of New York, New York County. Each of Parent, SubMcGraw- Hill, Times Mirror and HOL Mosby further agrees that service of any process, summons, notice or document by U.S. registered mail to such party's respective address set forth in Section 12.5 14.06 above shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of Parent, SubMcGraw-Hill, Times Mirror and HOL Mosby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding pro- ceeding arising out of this Agreement or the transactions contemplated con- templated hereby in any (x) the Supreme Court of such courts only the State of New York, New York County, or (y) the United States District Court for the Southern District of New York, and hereby further irrevocably ir- revocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding proceed- ing brought in any such court has been brought in an inconvenient incon- venient forum.

Equitable Enforcement. Notwithstanding anything to the contrary contained in this Section 12.1112.10, any claim by either party for injunctive or other equitable relief, including specific performance (including specific performance of the agreement to resolve disputes related to or arising out of accounting matters contained in Section 12.11(a12.10(a) and the agreement to arbitrate contained in Section 12.11(b12.10(b)), may be brought in any state or federal court located in the Southern District of New York in the State of New York, before or as a result of arbitration, and any judgment, order or decree relating thereto shall have precedence over any arbitral award or proceeding. Each of Parent, Sub, Times Mirror CMI and HOL TDI irrevocably submits to the exclusive jurisdiction of the state or federal courts situated in the Southern District in the State of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of Parent, Sub, Times Mirror CMI and HOL TDI agrees to commence any action, suit or proceeding relating hereto in any of such courts only. Each of Parent, Sub, Times Mirror CMI and HOL TDI further agrees that service of any process, summons, notice or document by U.S. registered mail to such party's respective address set forth in Section 12.5 12.4 above shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of Parent, Sub, Times Mirror CMI and HOL TDI 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 any of such courts only and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.