Common use of Governing Law; Consent to Jurisdiction; Venue Clause in Contracts

Governing Law; Consent to Jurisdiction; Venue. (1) This Agreement, and all Proceedings (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law rules of such State. (2) The parties hereto agree that any Proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the performance of the obligations contemplated hereby shall be brought in the Delaware Court of Chancery, or if that court does not have jurisdiction, a federal court sitting in the State of Delaware. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Delaware Court of Chancery in respect of any Proceeding arising out of or relating to this Agreement or the performance of the obligations contemplated hereby, or relating to enforcement of any of the terms of this Agreement, and hereby waives, and agrees not to assert, as a defense in any such Proceeding, any claim that it is not subject personally to the jurisdiction of such court, that the Proceeding is brought in an inconvenient forum, that the venue of the Proceeding is improper or that this Agreement or the performance of the obligations contemplated hereby may not be enforced in or by such courts. Each party hereto agrees that notice or the service of process in any Proceeding out of or relating to this Agreement or the performance of the obligations contemplated hereby shall be properly served or delivered if delivered in the manner contemplated by Section 13(g) or in any other manner permitted by law.

Governing Law; Consent to Jurisdiction; Venue. (1i) This Agreement, Agreement and all Proceedings (whether in contract disputes, claims or tort) that may be based upon, arise controversies arising out of or relate relating to this Agreement, or the negotiation, validity or performance of this Agreement or the transactions contemplated hereby, shall be governed by and construed in accordance with the laws of the State of Delaware, New York without regard to the conflicts of law its rules of such Stateconflict of laws. (2ii) The parties hereto agree that any Proceeding suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the performance of the obligations transactions contemplated hereby shall be brought in the Delaware United States District Court for the Southern District of Chancery, New York or if that court does not have jurisdiction, a federal any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of Delaware. Each party hereto New York, and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the Delaware Court of Chancery in respect of any Proceeding arising out of or relating to this Agreement or the performance of the obligations contemplated hereby, or relating to enforcement of any of the terms of this Agreement, and hereby waives, and agrees not to assert, as a defense in any such Proceeding, any claim that it is not subject personally consents to the jurisdiction of such courtcourts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the Proceeding is laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, that action or proceeding may be served on any party anywhere in the venue world, whether within or without the jurisdiction of any such court. Without limiting the Proceeding is improper or that this Agreement or the performance of the obligations contemplated hereby may not be enforced in or by such courts. Each foregoing, each party hereto agrees that notice or the service of process on such party as provided in any Proceeding out of or relating to this Agreement or the performance of the obligations contemplated hereby Section 9(b) shall be properly served or delivered if delivered in the manner contemplated by Section 13(g) or in any other manner permitted by lawdeemed effective service of process on such party.

Governing Law; Consent to Jurisdiction; Venue. (1) This Agreement, and all Proceedings (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement, Agreement shall be governed by and construed in accordance with the laws Laws of the State of Delaware, without regard to the any applicable conflicts of law rules laws provisions. Each of the parties (i) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or, if such State. (2) The parties hereto agree that court lacks subject matter jurisdiction, any Proceeding seeking to enforce federal court located in the State of Delaware in the event any provision of, or based on any matter arising dispute arises out of or in connection with, this Agreement or the performance any of the obligations transactions contemplated hereby shall be brought by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any proceeding relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Delaware Court of ChanceryChancery of the State of Delaware or, or if that such court does not have lacks subject matter jurisdiction, a any federal court sitting located in the State of Delaware. Each party hereto hereby irrevocably submits , (iv) waives any objection that it may now or hereafter have to the exclusive jurisdiction venue of any such proceeding in the Delaware Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any federal court located in respect the State of Delaware or that such proceeding was brought in an inconvenient court and agrees not to plead or claim the same and (v) consents to service being made through the notice procedures set forth in Section 5.5. Each of the parties hereby agrees that service of any Proceeding arising out process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 5.5 shall be effective service of or relating to process for any proceeding in connection with this Agreement or the performance of the obligations transactions contemplated hereby, or relating to enforcement of any of the terms of this Agreement, and hereby waives, and agrees not to assert, as a defense in any such Proceeding, any claim that it is not subject personally to the jurisdiction of such court, that the Proceeding is brought in an inconvenient forum, that the venue of the Proceeding is improper or that this Agreement or the performance of the obligations contemplated hereby may not be enforced in or by such courts. Each party hereto agrees that notice or the service of process in any Proceeding out of or relating to this Agreement or the performance of the obligations contemplated hereby shall be properly served or delivered if delivered in the manner contemplated by Section 13(g) or in any other manner permitted by law.

Governing Law; Consent to Jurisdiction; Venue. (1) This Agreement, and all Proceedings (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement, Voting Agreement shall be governed by and construed in accordance with the laws Laws of the State of Delaware, without regard to the any applicable conflicts of law rules laws provisions. Each of the parties (i) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or, if such State. (2) The parties hereto agree that court lacks subject matter jurisdiction, any Proceeding seeking to enforce federal court located in the State of Delaware in the event any provision of, or based on any matter arising dispute arises out of or in connection with, this Voting Agreement or the performance any of the obligations transactions contemplated hereby shall be brought by this Voting Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any Action relating to this Voting Agreement or any of the transactions contemplated by this Voting Agreement in any court other than the Delaware Court of ChanceryChancery of the State of Delaware or, or if that such court does not have lacks subject matter jurisdiction, a any federal court sitting located in the State of Delaware. Each party hereto hereby irrevocably submits , (iv) waives any objection that it may now or hereafter have to the exclusive jurisdiction venue of any such Action in the Delaware Court of Chancery in respect of any Proceeding arising out of or relating to this Agreement or the performance of the obligations contemplated herebyState of Delaware or, if such court lacks subject matter jurisdiction, any federal court located in the State of Delaware or relating to enforcement of any of the terms of this Agreement, and hereby waives, that such Action was brought in an inconvenient court and agrees not to assertplead or claim the same and (v) consents to service being made through the notice procedures set forth in Section 5.6. Each of the parties hereby agrees that service of any process, as a defense in any such Proceedingsummons, any claim that it is not subject personally notice or document by U.S. registered mail to the jurisdiction respective addresses set forth in Section 5.6 shall be effective service of such court, that the Proceeding is brought process for any Action in an inconvenient forum, that the venue of the Proceeding is improper or that connection with this Voting Agreement or the performance of the obligations transactions contemplated hereby may not be enforced in or by such courts. Each party hereto agrees that notice or the service of process in any Proceeding out of or relating to this Agreement or the performance of the obligations contemplated hereby shall be properly served or delivered if delivered in the manner contemplated by Section 13(g) or in any other manner permitted by lawhereby.

Governing Law; Consent to Jurisdiction; Venue. (1) This Agreement, and all Proceedings (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement, Agreement shall be governed by and construed in accordance with the laws Laws of the State of Delaware, without regard to the any applicable conflicts of law rules laws provisions. Each of the parties (i) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or, if such State. (2) The parties hereto agree that court lacks subject matter jurisdiction, any Proceeding seeking to enforce federal court located in the State of Delaware in the event any provision of, or based on any matter arising dispute arises out of or in connection with, this Agreement or the performance any of the obligations transactions contemplated hereby shall be brought by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any Action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Delaware Court of ChanceryChancery of the State of Delaware or, or if that such court does not have lacks subject matter jurisdiction, a any federal court sitting located in the State of Delaware. Each party hereto hereby irrevocably submits , (iv) waives any objection that it may now or hereafter have to the exclusive jurisdiction venue of any such Action in the Delaware Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any federal court located in respect the State of Delaware or that such Action was brought in an inconvenient court and agrees not to plead or claim the same and (v) consents to service being made through the notice procedures set forth in Section 9.02. Each of Parent, Merger Sub and the Company hereby agrees that service of any Proceeding arising out process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 9.02 shall be effective service of or relating to process for any Action in connection with this Agreement or the performance of the obligations transactions contemplated hereby, or relating to enforcement of any of the terms of this Agreement, and hereby waives, and agrees not to assert, as a defense in any such Proceeding, any claim that it is not subject personally to the jurisdiction of such court, that the Proceeding is brought in an inconvenient forum, that the venue of the Proceeding is improper or that this Agreement or the performance of the obligations contemplated hereby may not be enforced in or by such courts. Each party hereto agrees that notice or the service of process in any Proceeding out of or relating to this Agreement or the performance of the obligations contemplated hereby shall be properly served or delivered if delivered in the manner contemplated by Section 13(g) or in any other manner permitted by law.

Governing Law; Consent to Jurisdiction; Venue. (1) This Agreement, and all Proceedings (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law rules of such State. (2) The parties hereto agree that any Proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the performance of the obligations contemplated hereby shall be brought in the Delaware Court of Chancery, New Castle County, or if that court does not have jurisdiction, a federal court sitting in the State of Delaware. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Delaware Court of Chancery Chancery, New Castle County in respect of any Proceeding arising out of or relating to this Agreement or the performance of the obligations contemplated hereby, or relating to enforcement of any of the terms of this Agreement, and hereby waives, and agrees not to assert, as a defense in any such Proceeding, any claim that it is not subject personally to the jurisdiction of such court, that the Proceeding is brought in an inconvenient forum, that the venue of the Proceeding is improper or that this Agreement or the performance of the obligations contemplated hereby may not be enforced in or by such courts. Each party hereto agrees that notice or the service of process in any Proceeding out of or relating to this Agreement or the performance of the obligations contemplated hereby shall be properly served or delivered if delivered in the manner contemplated by Section 13(g) or in any other manner permitted by law.

Governing Law; Consent to Jurisdiction; Venue. (1) This Agreement, and all Proceedings (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law rules of such State. (2) The parties hereto agree that any Proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the performance of the obligations contemplated hereby shall be brought in the Delaware Court of Chancery, New Castle County, or if that court does not have jurisdiction, a federal court sitting in the State of Delaware. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Delaware Court of Chancery Chancery, New Castle County in respect of any Proceeding arising out of or relating to this Agreement or the performance of the obligations contemplated herebyhereby , or relating to enforcement of any of the terms of this Agreement, and hereby waives, and agrees not to assert, as a defense in any such Proceeding, any claim that it is not subject personally to the jurisdiction of such court, that the Proceeding is brought in an inconvenient forum, that the venue of the Proceeding is improper or that this Agreement or the performance of the obligations contemplated hereby may not be enforced in or by such courts. Each party hereto agrees that notice or the service of process in any Proceeding out of or relating to this Agreement or the performance of the obligations contemplated hereby shall be properly served or delivered if delivered in the manner contemplated by Section 13(g15(g) or in any other manner permitted by law.