Governing Law and Venue; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN, AND IN ALL RESPECT SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA APPLICABLE TO CONTRACTS TO BE PERFORMED WHOLLY IN SUCH STATE. The parties hereby irrevocably submit to the jurisdiction of the federal courts of the United States of America located in the State of Florida and the state courts of the State of Florida, solely in respect of the interpretation and enforcement of the provisions of this Agreement and in respect of the transactions contemplated hereby and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by such courts, and the parties irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 7.05, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.
Appears in 2 contracts
Samples: Merger Agreement (Travel Services International Inc), Merger Agreement (Travel Services International Inc)
Governing Law and Venue; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN, IN AND IN ALL RESPECT RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS LAW OF THE STATE OF FLORIDA APPLICABLE WITHOUT REGARD TO CONTRACTS TO BE PERFORMED WHOLLY IN SUCH STATETHE CONFLICT OF LAW PRINCIPLES THEREOF. The parties hereby irrevocably submit to the jurisdiction of the federal Federal courts of the United States of America located in the State of Florida and or, if unavailable to the state parties, the courts of the State of Florida, Florida solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereofhereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a State of Florida or Federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 7.05, or in such other manner as may be permitted by law, law shall be valid and sufficient service thereof.
Appears in 2 contracts
Samples: Merger Agreement (Ceridian Corp), Merger Agreement (Abr Information Services Inc)
Governing Law and Venue; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN, IN AND IN ALL RESPECT RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS LAW OF THE STATE OF FLORIDA APPLICABLE DELAWARE WITHOUT REGARD TO CONTRACTS TO BE PERFORMED WHOLLY IN SUCH STATETHE CONFLICT OF LAW PRINCIPLES THEREOF. The parties hereby irrevocably submit to the jurisdiction of the federal courts of the Commonwealth of Massachusetts and the Federal courts of the United States of America located in the State Commonwealth of Florida and the state courts of the State of Florida, Massachusetts solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereofhereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a Commonwealth of Massachusetts or Federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 7.05, 10.6 or in such other manner as may be permitted by law, law shall be valid and sufficient service thereof.
Appears in 1 contract
Samples: Merger Agreement (Applied Science & Technology Inc)
Governing Law and Venue; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN, AND IN ALL RESPECT RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA APPLICABLE WITHOUT REGARD TO CONTRACTS TO BE PERFORMED WHOLLY IN SUCH STATEITS CONFLICTS OF LAWS PROVISIONS. The parties hereby irrevocably submit to the jurisdiction of the federal Federal courts of the United States of America located in the State of Florida and or in the state State of Ohio or, if unavailable to the parties, the courts of the State of Florida, Florida or of the State of Ohio solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding Proceeding for the interpretation or enforcement hereofhereof or of any such documents, that it is not subject thereto or that such action, suit or proceeding Proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding Proceeding shall be heard and determined in such a State of Florida, State of Ohio or Federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 7.05, or Proceeding in such other manner as may be permitted by law, law shall be valid and sufficient service thereof.
Appears in 1 contract
Samples: Stock Purchase Agreement (Insurance Management Solutions Group Inc)
Governing Law and Venue; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE INThis Agreement shall be deemed to be made in and in all respects shall be interpreted, AND IN ALL RESPECT SHALL BE INTERPRETEDconstrued and governed by and in accordance with the laws of the State of Delaware without regard to the conflict of law principles thereof. Except as specifically set forth in Exhibit I hereto, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA APPLICABLE TO CONTRACTS TO BE PERFORMED WHOLLY IN SUCH STATE. The the parties hereby irrevocably submit to the jurisdiction of the federal courts of the State of Delaware and the Federal courts of the United States of America located in the State of Florida and the state courts of the State of Florida, Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereofhereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a Delaware State or Federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 7.05, 9.4 or in such other manner as may be permitted by lawApplicable Law, shall be valid and sufficient service thereof.
Appears in 1 contract
Governing Law and Venue; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN, IN AND IN ALL RESPECT RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS LAW OF THE STATE OF FLORIDA APPLICABLE WITHOUT REGARD TO CONTRACTS TO BE PERFORMED WHOLLY IN SUCH STATETHE CONFLICT OF LAW PRINCIPLES THEREOF. The parties hereby irrevocably submit to the jurisdiction of the federal Federal courts of the United States of America located in the State of Florida and the state courts of the State of Florida, solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereofhereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a State of Florida or Federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 7.05, 11.6 or in such other manner as may be permitted by law, law shall be valid and sufficient service thereof.
Appears in 1 contract
Governing Law and Venue; Waiver of Jury Trial. (a) THIS ---------------------------------------------- AGREEMENT SHALL BE DEEMED TO BE MADE IN, IN AND IN ALL RESPECT RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS LAW OF THE STATE OF FLORIDA APPLICABLE TO CONTRACTS TO BE PERFORMED WHOLLY IN SUCH STATENEW YORK. The parties hereby irrevocably submit to the jurisdiction of the federal courts of the State of New York and the Federal courts of the United States of America located in the State County of Florida and the state courts of the State of FloridaNew York, New York solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding Action for the interpretation or enforcement hereofhereof or of any such document, that it is not subject thereto or that such action, suit or proceeding Action may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding Action shall be heard and determined in such a New York State or Federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute dispute, and agree that mailing of process or other papers in connection with any such action or proceeding Action in the manner provided in Section 7.05, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.in
Appears in 1 contract
Governing Law and Venue; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE INThis Agreement shall be deemed to be made in and in all respects shall be interpreted, AND IN ALL RESPECT SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA APPLICABLE TO CONTRACTS TO BE PERFORMED WHOLLY IN SUCH STATEconstrued and governed by and in accordance with the law of the state of Delaware without regard to the conflict or choice of law principles thereof or of any other jurisdiction. The parties hereby irrevocably submit to the jurisdiction of the federal courts of the State of Delaware and the Federal courts of the United States of America located in the State of Florida and the state courts of the State of Florida, Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereofhereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a Delaware State or Federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 7.05, 7.3 or in such other manner as may be permitted by lawApplicable Law, shall be valid and sufficient service thereof.
Appears in 1 contract
Samples: Agreement and Plan of Contribution and Merger (Excalibur Technologies Corp)
Governing Law and Venue; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE INThis Agreement shall be deemed to be made in and in all respects shall be interpreted, AND IN ALL RESPECT SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA APPLICABLE TO CONTRACTS TO BE PERFORMED WHOLLY IN SUCH STATEconstrued and governed by and in accordance with the law of the state of Delaware without regard to the conflict of Applicable Law principles thereof. The parties hereby irrevocably and unconditionally submit to the exclusive jurisdiction of the federal courts of the Court of Chancery of Delaware and the Federal courts of the United States of America located in the State of Florida and the state courts of the State of Florida, Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereofhereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a Delaware State or Federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 7.05, 7.4 or in such other manner as may be permitted by lawApplicable Law, shall be valid and sufficient service thereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Edwards J D & Co)
Governing Law and Venue; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN, IN AND IN ALL RESPECT RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS LAW OF THE STATE OF FLORIDA APPLICABLE TO CONTRACTS TO BE PERFORMED WHOLLY IN SUCH STATEDELAWARE. The parties hereby irrevocably submit to the jurisdiction of the federal courts of the United States of America located in the State of Florida and the state courts of the State of Florida, Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby by this Agreement and by those documents, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereofof this Agreement or of any such document, that it is not subject thereto to this Agreement or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 7.05, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.of
Appears in 1 contract