Common use of Forum and Waivers Clause in Contracts

Forum and Waivers. TO INDUCE TRUSTEE AND NOTEHOLDERS TO ENTER INTO THE INDENTURE AND THIS AGREEMENT, MORTGAGOR IRREVOCABLY AGREES THAT, SUBJECT TO MORTGAGEE'S SOLE AND ABSOLUTE ELECTION, ALL SUITS, ACTIONS OR OTHER PROCEEDINGS IN ANY WAY, MANNER OR RESPECT ARISING OUT OF OR FROM OR RELATED TO THIS AGREEMENT OR ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH, SHALL BE SUBJECT TO LITIGATION IN THE COURTS OF THE STATE OF NEW YORK, OR, AT MORTGAGEE'S OPTION, THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. MORTGAGOR HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED WITHIN NEW YORK COUNTY, NEW YORK. MORTGAGOR HEREBY WAIVES ANY RIGHT IT MAY HAVE TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT AGAINST MORTGAGOR BY MORTGAGEE IN ACCORDANCE WITH THIS SECTION. MORTGAGOR AND MORTGAGEE HEREBY WAIVE, TO THE EXTENT PERMITTED BY LAW, TRIAL BY JURY. MORTGAGOR FURTHER WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF MORTGAGEE.

Forum and Waivers. TO INDUCE TRUSTEE EACH OF NEWCO, ROCHE AND NOTEHOLDERS TO ENTER INTO THE INDENTURE AND THIS AGREEMENT, MORTGAGOR IRREVOCABLY ----------------- MALLINCKRODT AGREES THAT, SUBJECT EXCEPT TO MORTGAGEE'S SOLE AND ABSOLUTE ELECTIONTHE EXTENT OTHERWISE PROVIDED IN THE TAX ANNEX TO THE WRAP AGREEMENT, ALL SUITSANY ACTION, ACTIONS SUIT OR OTHER PROCEEDINGS PROCEEDING IN ANY WAY, MANNER RESPECT OF OR RESPECT ARISING OUT OF THIS CONTRIBUTION AGREEMENT, ITS VALIDITY OR FROM OR RELATED TO THIS AGREEMENT OR ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITHPERFORMANCE, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR SUCCESSORS AND ASSIGNS AT NEW YORK, NEW YORK, WHICH SHALL BE THE EXCLUSIVE FORUM FOR ALL SUCH ACTIONS, SUITS OR PROCEEDINGS. EACH OF NEWCO, ROCHE AND MALLINCKRODT CONSENTS TO AND SUBMITS TO THE EXERCISE OF JURISDICTION OVER ITS PERSON BY ANY STATE OR FEDERAL COURT SITUATED AT NEW YORK, NEW YORK HAVING JURISDICTION OVER THE SUBJECT MATTER, WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY CERTIFIED MAIL DIRECTED TO LITIGATION THE PARTIES AT THEIR RESPECTIVE ADDRESSES SET FORTH IN SECTION 11.3 OR AS OTHERWISE PROVIDED UNDER THE COURTS LAWS OF THE STATE OF NEW YORK. EACH OF NEWCO, OR, AT MORTGAGEE'S OPTION, THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. MORTGAGOR HEREBY CONSENTS ROCHE AND SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED WITHIN NEW YORK COUNTY, NEW YORK. MORTGAGOR HEREBY MALLINCKRODT WAIVES ANY RIGHT IT MAY HAVE OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO TRANSFER OR CHANGE THE VENUE OF ANY SUITACTION INSTITUTED HEREUNDER, ACTION OR OTHER PROCEEDING BROUGHT AGAINST MORTGAGOR BY MORTGAGEE IN ACCORDANCE WITH THIS SECTION. MORTGAGOR AND MORTGAGEE HEREBY WAIVE, CONSENTS TO THE EXTENT PERMITTED GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY LAWTHE COURT. EACH OF NEWCO, ROCHE AND MALLINCKRODT HEREBY RECIPROCALLY AND IRREVOCABLY WAIVES TRIAL BY JURY. MORTGAGOR FURTHER WAIVES JURY IN CONNECTION WITH ANY BOND DISPUTE RELATING TO THIS CONTRIBUTION AGREEMENT OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF MORTGAGEETHE TRANSACTIONS CONTEMPLATED HEREBY.

Forum and Waivers. EACH OF GRI, HERCULES AND HNBV AGREES, EXCEPT TO INDUCE TRUSTEE AND NOTEHOLDERS THE EXTENT OTHERWISE PROVIDED IN THE TAX ANNEX TO ENTER INTO THE INDENTURE AND THIS WRAP AGREEMENT, MORTGAGOR IRREVOCABLY AGREES THATTHAT ANY ACTION, SUBJECT TO MORTGAGEE'S SOLE AND ABSOLUTE ELECTION, ALL SUITS, ACTIONS SUIT OR OTHER PROCEEDINGS PROCEEDING IN ANY WAY, MANNER RESPECT OF OR RESPECT ARISING OUT OF THIS PURCHASE AGREEMENT, ITS VALIDITY OR FROM OR RELATED TO THIS AGREEMENT OR ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITHPERFORMANCE, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR SUCCESSORS AND ASSIGNS AT NEW YORK, NEW YORK, WHICH SHALL BE THE EXCLUSIVE FORUM FOR ALL SUCH ACTIONS, SUITS OR PROCEEDINGS. EACH OF GRI, HERCULES AND HNBV CONSENTS TO AND SUBMITS TO THE EXERCISE OF JURISDICTION OVER ITS PERSON BY ANY STATE OR FEDERAL COURT SITUATED AT NEW YORK, NEW YORK HAVING JURISDICTION OVER THE SUBJECT MATTER, WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY CERTIFIED MAIL DIRECTED TO LITIGATION THE PARTIES AT THEIR RESPECTIVE ADDRESSES SET FORTH IN SECTION 11.3 OR AS OTHERWISE PROVIDED UNDER THE COURTS LAWS OF THE STATE OF NEW YORK. EACH OF GRI, OR, AT MORTGAGEE'S OPTION, THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. MORTGAGOR HEREBY CONSENTS HERCULES AND SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED WITHIN NEW YORK COUNTY, NEW YORK. MORTGAGOR HEREBY HNBV WAIVES ANY RIGHT IT MAY HAVE OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO TRANSFER OR CHANGE THE VENUE OF ANY SUITACTION INSTITUTED HEREUNDER, ACTION OR OTHER PROCEEDING BROUGHT AGAINST MORTGAGOR BY MORTGAGEE IN ACCORDANCE WITH THIS SECTION. MORTGAGOR AND MORTGAGEE HEREBY WAIVE, CONSENTS TO THE EXTENT PERMITTED GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY LAWTHE COURT. EACH OF GRI, HERCULES AND HNBV HEREBY RECIPROCALLY AND IRREVOCABLY WAIVES TRIAL BY JURY. MORTGAGOR FURTHER WAIVES JURY IN CONNECTION WITH ANY BOND DISPUTE RELATING TO THIS PURCHASE AGREEMENT OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF MORTGAGEETHE TRANSACTIONS CONTEMPLATED HEREBY.