Common use of Forum for Adjudication of Disputes Clause in Contracts

Forum for Adjudication of Disputes. Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Trust, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer or other employee of the Trust to the Trust or the Trust’s shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware Statutory Trust Act (the “Delaware Act”) or the Declaration of Trust or these By-Laws, (iv) any action to interpret, apply, enforce or determine the validity of the Declaration of Trust or these By-Laws or (v) any action asserting a claim governed by the internal affairs doctrine shall be either (a) the U.S. District Court for the District of Delaware or the Court of Chancery of the State of Delaware, or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware; or (b) the U.S. District Court for the District of Illinois or the Circuit Court of the State of Illinois (each, a “Covered Action”). Any person purchasing or otherwise acquiring or holding any interest in shares of the Trust shall be (x) deemed to have notice of and consented to the provisions of this Section 12, and (y) deemed to have waived any argument relating to the inconvenience of the forums referenced above in connection with any action or proceeding described in this Section 12. If any Covered Action is filed in a court other than either (a) the U.S. District Court for the District of Delaware or the Court of Chancery of the State of Delaware or the Superior Court of the State of Delaware; or (b) the U.S. District Court for the District of Illinois or the Circuit Court of the State of Illinois (a “Foreign Action”) in the name of any shareholder, such shareholder shall be deemed to have consented to (i) the personal jurisdiction of the U.S. District Court for the District of Delaware or the Court of Chancery of the State of Delaware and the Superior Court of the State of Delaware or (ii) the U.S. District Court for the District of Illinois or the Circuit Court of the State of Illinois in connection with any action brought in any such courts to enforce the first paragraph of this Section 12 (an “Enforcement Action”) and (ii) having service of process made upon such shareholder in any such Enforcement Action by service upon such shareholder’s counsel in the Foreign Action as agent for such shareholder. If any provision or provisions of this Section 12 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Section 12 (including, without limitation, each portion of any sentence of this Section 12 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby.

Forum for Adjudication of Disputes. Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Trust, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer officer, or other employee of the Trust to the Trust or the Trust’s shareholdersShareholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware Statutory Trust Act (or under the “Delaware Act”) Trust Instrument or the Declaration of Trust or these Trust’s By-Laws, (iv) any action to interpret, apply, enforce or determine the validity of any provision of the Declaration of Trust Instrument or these the Trust’s By-Laws Laws, or (v) any action asserting a claim governed by the internal affairs doctrine (each, a “Covered Action”) shall be either (a) the U.S. District Court for the District of Delaware or the Court of Chancery of the State of Delaware, or, or if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware; or (b) . The Court shall in turn refer to mandatory binding arbitration pursuant to the U.S. District Court for JAMS Streamlined Arbitration Rules as then in effect any claim that is determined to be a direct claim hereunder but that does not arise under the District of Illinois or federal securities laws, and such arbitration shall proceed under the Circuit Court auspices of the State of Illinois (each, a “Covered Action”)Federal Arbitration Act. Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (xi) deemed to have notice of and consented to the provisions of this Section 12SECTION 11.12, and (yii) deemed to have waived any argument relating to the inconvenience of the forums judicial forum referenced above in connection with any action or proceeding described in this Section 12SECTION 11.12. If any Covered Action is filed in a court other than either (a) the U.S. District Court for the District of Delaware or the Court of Chancery of the State of Delaware or or, if the Chancery Court does not have jurisdiction, the Superior Court of the State of Delaware; or (b) the U.S. District Court for the District of Illinois or the Circuit Court of the State of Illinois Delaware (a “Foreign Action”) in the name of any shareholderShareholder, such shareholder Shareholder shall be deemed to have consented to (i) the personal jurisdiction of the U.S. District Court for the District of Delaware or the Court of Chancery of the State of Delaware and the Superior Court of the State of Delaware or (ii) the U.S. District Court for the District of Illinois or the Circuit Court of the State of Illinois Courts in connection with any action brought in any such courts to enforce the first paragraph of this Section 12 SECTION 11.12 (an “Enforcement Action”) and (ii) having service of process made upon such shareholder Shareholder in any such Enforcement Action by service upon such shareholderShareholder’s counsel in the Foreign Action as agent for such shareholder. If any provision or provisions of this Section 12 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Section 12 (including, without limitation, each portion of any sentence of this Section 12 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired therebyShareholder.

Forum for Adjudication of Disputes. Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Trust, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer or other employee of the Trust to the Trust or the Trust’s 's shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware Statutory Trust Act (the “Delaware Act”) or the Declaration of Trust or these By-Laws, (iv) any action to interpret, apply, enforce or determine the validity of the Declaration of Trust or these By-Laws or (v) any action asserting a claim governed by the internal affairs doctrine shall be either (a) the U.S. District Court for the District of Delaware or the Court of Chancery of the State of Delaware, or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware; or (b) the U.S. District Court for the District of Illinois or the Circuit Court of the State of Illinois (each, a “"Covered Action”"). Any person purchasing or otherwise acquiring or holding any interest in shares of the Trust shall be (x) deemed to have notice of and consented to the provisions of this Section 12, and (y) deemed to have waived any argument relating to the inconvenience of the forums referenced above in connection with any action or proceeding described in this Section 12. If any Covered Action is filed in a court other than either (a) the U.S. District Court for the District of Delaware or the Court of Chancery of the State of Delaware or the Superior Court of the State of Delaware; or (b) the U.S. District Court for the District of Illinois or the Circuit Court of the State of Illinois (a “"Foreign Action”") in the name of any shareholder, such shareholder shall be deemed to have consented to (i) the personal jurisdiction of the U.S. District Court for the District of Delaware or the Court of Chancery of the State of Delaware and the Superior Court of the State of Delaware or (ii) the U.S. District Court for the District of Illinois or the Circuit Court of the State of Illinois in connection with any action brought in any such courts to enforce the first paragraph of this Section 12 (an “"Enforcement Action”") and (ii) having service of process made upon such shareholder in any such Enforcement Action by service upon such shareholder’s 's counsel in the Foreign Action as agent for such shareholder. If any provision or provisions of this Section 12 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Section 12 (including, without limitation, each portion of any sentence of this Section 12 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby.

Forum for Adjudication of Disputes. Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for any suit, action or proceeding brought by or in the right of any Shareholder or any Person claiming any interest in any Shares or other securities of the Trust seeking to enforce any provision of, or based on any matter arising out of, or in connection with, the Declaration of Trust, these By-Laws or the Trust, any Series or Class or any Shares or other securities of the Trust, and any claim of any nature against the Trust, any Series or Class, the Trustees or officers or employees of the Trust, including, without limitation (i) any derivative action or proceeding brought on behalf of the Trust, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer or other employee of the Trust to the Trust Trust, any Series or Class or the Trust’s shareholdersShareholders or holders of other securities of the Trust, (iii) any action asserting a claim arising pursuant to any provision of the Delaware Statutory Trust Act (the “Delaware Act”) or the Declaration of Trust or these By-Laws, (iv) any action to interpret, apply, enforce or determine the validity of the Declaration of Trust or these By-Laws or (v) any action asserting a claim governed by the internal affairs doctrine doctrine, shall be either (a) the U.S. District Court for the District of Delaware or the Court of Chancery of the State of Delaware, or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of DelawareDelaware (each, a “Delaware Action”); or (b) provided, however, that unless the U.S. Trust consents in writing to the selection of an alternative forum, the Federal District Court Courts of the United States of America shall be the sole and exclusive forum for the District resolution of Illinois or any complaint asserting a cause of action arising under any federal securities law (including the Circuit Court of Exchange Act, the State of Illinois 1940 Act and the Securities Act) (eacheach a “Federal Securities Action” and together with a Delaware Action, a “Covered Action”). Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (xi) deemed to have notice of and consented to the provisions of this Section 12Article 13, and (yii) deemed to have waived any argument relating to the inconvenience of the forums referenced above in connection with any action or proceeding described in this Section 12. If any Covered Action is filed in a court other than either (a) the U.S. District Court for the District of Delaware or the Court of Chancery of the State of Delaware or the Superior Court of the State of Delaware; or (b) the U.S. District Court for the District of Illinois or the Circuit Court of the State of Illinois (a “Foreign Action”) in the name of any shareholder, such shareholder shall be deemed to have consented to (i) the personal jurisdiction of the U.S. District Court for the District of Delaware or the Court of Chancery of the State of Delaware and the Superior Court of the State of Delaware or (ii) the U.S. District Court for the District of Illinois or the Circuit Court of the State of Illinois in connection with any action brought in any such courts to enforce the first paragraph of this Section 12 (an “Enforcement Action”) and (ii) having service of process made upon such shareholder in any such Enforcement Action by service upon such shareholder’s counsel in the Foreign Action as agent for such shareholder. If any provision or provisions of this Section 12 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Section 12 (including, without limitation, each portion of any sentence of this Section 12 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired therebyArticle 13.

Forum for Adjudication of Disputes. Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for any suit, action or proceeding brought by or in the right of any Shareholder or any Person claiming any interest in any Shares or other securities of the Trust seeking to enforce any provision of, or based on any matter arising out of, or in connection with, the Declaration of Trust, these By-Laws or the Trust, any Series or Class or any Shares or other securities of the Trust, and any claim of any nature against the Trust, any Series or Class, the Trustees or officers or employees of the Trust, including, without limitation (i) any derivative action or proceeding brought on behalf of the Trust, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer or other employee of the Trust to the Trust Trust, any Series or Class or the Trust’s shareholdersShareholders or holders of other securities of the Trust, (iii) any action asserting a claim arising pursuant to any provision of the Delaware Statutory Trust Act (the “Delaware Act”) or the Declaration of Trust or these By-Laws, (iv) any action to interpret, apply, enforce or determine the validity of the Declaration of Trust or these By-Laws or (v) any action asserting a claim governed by the internal affairs doctrine doctrine, shall be either (a) the U.S. District Court for the District of Delaware or the Court of Chancery of the State of Delaware, or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of DelawareDelaware (each, a “Delaware Action”); or (b) provided, however, that unless the U.S. Trust consents in writing to the selection of an alternative forum, the Federal District Court Courts of the United States of America shall be the sole and exclusive forum for the District resolution of Illinois or any complaint asserting a cause of action arising under the Circuit Court of the State of Illinois Securities Act (eacheach a “33 Act Action” and together with a Delaware Action, a “Covered Action”). Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (xi) deemed to have notice of and consented to the provisions of this Section 12Article 13, and (yii) deemed to have waived any argument relating to the inconvenience of the forums referenced above in connection with any action or proceeding described in this Section 12. If any Covered Action is filed in a court other than either (a) the U.S. District Court for the District of Delaware or the Court of Chancery of the State of Delaware or the Superior Court of the State of Delaware; or (b) the U.S. District Court for the District of Illinois or the Circuit Court of the State of Illinois (a “Foreign Action”) in the name of any shareholder, such shareholder shall be deemed to have consented to (i) the personal jurisdiction of the U.S. District Court for the District of Delaware or the Court of Chancery of the State of Delaware and the Superior Court of the State of Delaware or (ii) the U.S. District Court for the District of Illinois or the Circuit Court of the State of Illinois in connection with any action brought in any such courts to enforce the first paragraph of this Section 12 (an “Enforcement Action”) and (ii) having service of process made upon such shareholder in any such Enforcement Action by service upon such shareholder’s counsel in the Foreign Action as agent for such shareholder. If any provision or provisions of this Section 12 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Section 12 (including, without limitation, each portion of any sentence of this Section 12 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired therebyArticle 13.

Forum for Adjudication of Disputes. Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Trust, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer or other employee of the Trust to the Trust or the Trust’s shareholdersShareholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware Statutory Trust Act (the “Delaware Act”) or this Declaration or the Declaration of Trust or these By-Lawslaws, (iv) any action to interpret, apply, enforce or determine the validity of this Declaration or the Declaration of Trust or these By-Laws laws or (v) any action asserting a claim governed by the internal affairs doctrine shall be either (a) the U.S. District Court for the District of Delaware or the Court of Chancery of the State of Delaware, or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware; or (b) the U.S. District Court for the District of Illinois or the Circuit Court of the State of Illinois Delaware (each, a “Covered Action”). Any person Person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (xa) deemed to have notice of and consented to the provisions of this Section 1210, and (yb) deemed to have waived any argument relating to the inconvenience of the forums referenced above in connection with any action or proceeding described in this Section 1210. If any Covered Action is filed in a court other than either (a) the U.S. District Court for the District of Delaware or the Court of Chancery of the State of Delaware or the Superior Court of the State of Delaware; or (b) the U.S. District Court for the District of Illinois or the Circuit Court of the State of Illinois Delaware (a “Foreign Action”) in the name of any shareholderShareholder, such shareholder Shareholder shall be deemed to have consented to (i) the personal jurisdiction of the U.S. District Court for the District of Delaware or the Court of Chancery of the State of Delaware and the Superior Court of the State of Delaware or (ii) the U.S. District Court for the District of Illinois or the Circuit Court of the State of Illinois in connection with any action brought in any such courts to enforce the first paragraph of this Section 12 10 (an “Enforcement Action”) and (ii) having service of process made upon such shareholder Shareholder in any such Enforcement Action by service upon such shareholderShareholder’s counsel in the Foreign Action as agent for such shareholderShareholder. If any provision or provisions of this Section 12 10 shall be held to be invalid, illegal or unenforceable as applied to any person Person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Section 12 10 (including, without limitation, each portion of any sentence of this Section 12 10 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby.

Forum for Adjudication of Disputes. Unless the Trust Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (ia) any derivative action or proceeding brought on behalf of the Trust, Corporation; (iib) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, director or officer or other employee of the Trust Corporation to the Trust Corporation or the TrustCorporation’s shareholders, stockholders; (iiic) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation arising pursuant to any provision of the Delaware Statutory Trust Act (General Corporation Law of the “Delaware Act”) or State of Delaware, the Declaration Certificate of Trust Incorporation or these By-LawsBylaws (in each case, (iv) any action as may be amended from time to interpret, apply, enforce or determine the validity of the Declaration of Trust or these By-Laws time); or (vd) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation governed by the internal affairs doctrine doctrine, shall be either (a) the U.S. District Court for the District of Delaware or in the Court of Chancery of the State of Delaware, or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware; or (b) , or, if the U.S. Superior Court of the State of Delaware does not have jurisdiction, the United States District Court for the District of Illinois or the Circuit Court of the State of Illinois (each, a “Covered Action”)Delaware. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Trust Corporation shall be (x) deemed to have notice of and consented to (i) the provisions of this Article IX, Section 12, 3 and (yii) deemed to have waived any argument relating to the inconvenience personal jurisdiction of the forums referenced above in connection with any action or proceeding described in this Section 12. If any Covered Action is filed in a court other than either (a) Court of Chancery of the U.S. District Court for the District State of Delaware or Delaware, or, if the Court of Chancery of the State of Delaware or does not have jurisdiction, the Superior Court of the State of Delaware; or (b) the U.S. District Court for the District of Illinois or the Circuit Court of the State of Illinois (a “Foreign Action”) in the name of any shareholder, such shareholder shall be deemed to have consented to (i) the personal jurisdiction of the U.S. District Court for the District of Delaware or the Court of Chancery of the State of Delaware and or, if the Superior Court of the State of Delaware or (ii) does not have jurisdiction, the U.S. United States District Court for the District of Illinois or the Circuit Court of the State of Illinois Delaware in connection with any proceeding brought to enjoin any action brought by that person or entity that is inconsistent with the exclusive jurisdiction provided for in any such courts this Section. Failure to enforce the first paragraph of this Section 12 (an “Enforcement Action”) foregoing provisions would cause the Corporation irreparable harm and (ii) having service of process made upon such shareholder in any such Enforcement Action by service upon such shareholder’s counsel in the Foreign Action as agent for such shareholder. If any provision or provisions of this Section 12 Corporation shall be held entitled to be invalidequitable relief, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, thenincluding injunctive relief and specific performance, to enforce the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Section 12 (including, without limitation, each portion of any sentence of this Section 12 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired therebyforegoing provisions.

Forum for Adjudication of Disputes. Unless the Trust Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Trust, Corporation; (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, director or officer or other employee of the Trust Corporation to the Trust Corporation or the TrustCorporation’s shareholders, stockholders; (iii) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation arising pursuant to any provision of the Delaware Statutory Trust Act (DGCL, the “Delaware Act”) or the Declaration Certificate of Trust Incorporation or these By-LawsBylaws (in each case, as may be amended from time to time); (iv) any action to interpret, apply, enforce or determine the validity of the Declaration of Trust or these By-Laws or (v) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation governed by the internal affairs doctrine doctrine; or (v) any other internal corporate claim as defined in Section 115 of the DGCL or any successor provision, shall be either (a) the U.S. District Court for the District of Delaware or in the Court of Chancery of the State of Delaware, or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware; or (b) , or, if the U.S. Superior Court of the State of Delaware does not have jurisdiction, the United States District Court for the District of Illinois or Delaware, subject to the Circuit Court of court’s having personal jurisdiction over the State of Illinois (each, a “Covered Action”)indispensable parties named therein. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Trust Corporation shall be (x) deemed to have notice of and consented to the provisions of this Section 12, and (y) deemed to have waived any argument relating to the inconvenience of the forums referenced above in connection with any action or proceeding described in this Section 129. If any Covered Action action the subject matter of which is within the scope of this Section 9 is filed in a court other than either (a) the U.S. District Court for the District of Delaware or the Court of Chancery of a court located within the State of Delaware or the Superior Court of the State of Delaware; or (b) the U.S. District Court for the District of Illinois or the Circuit Court of the State of Illinois (a “Foreign Action”) in the name of any shareholderstockholder, such shareholder stockholder shall be deemed to have consented to (i) the personal jurisdiction of the U.S. District Court for the District of Delaware or the Court of Chancery of state and federal courts located within the State of Delaware and the Superior Court of the State of Delaware or (ii) the U.S. District Court for the District of Illinois or the Circuit Court of the State of Illinois in connection with any action brought in any such courts court to enforce the first paragraph of this Section 12 (an “Enforcement Action”) preceding sentence and (ii) having service of process made upon such shareholder stockholder in any such Enforcement Action action by service upon such shareholderstockholder’s counsel in the Foreign Action as agent for such shareholderstockholder. If any provision or Failure to enforce the foregoing provisions of this Section 12 would cause the Corporation irreparable harm and the Corporation shall be held entitled to be invalidequitable relief, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, thenincluding injunctive relief and specific performance, to enforce the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Section 12 (including, without limitation, each portion of any sentence of this Section 12 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired therebyforegoing provisions.