Common use of Governing Law; Consent to Jurisdiction; Waiver of Jury Trial Clause in Contracts

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant shall be governed by, and construed in accordance with, the internal laws of the State of New York, without reference to the choice of law provisions thereof other than those giving effect to this choice of law. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Appears in 2 contracts

Samples: Warrant Agreement (Five Oaks Investment Corp.), Warrant Agreement (Five Oaks Investment Corp.)

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Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant shall be governed by, and construed in accordance with, the internal laws of the State of New York, without reference to the choice of law provisions thereof other than those giving effect to this choice of lawthereof. The Company and, by accepting this Warrant, the WarrantholderHolder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated herebyhereby (each, a “Proceeding”). Service of process in connection with any such suit, action or proceeding Proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the WarrantholderHolder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding Proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the WarrantholderHolder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding Proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding Proceeding brought in any such court has been brought in an inconvenient forum. The Company hereby irrevocably appoints CT Corporation System, with offices at 00 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for service of process in any Proceeding and agrees that service of process in any manner permitted by applicable laws in any such Proceeding may be made upon the Company at the office of such agent. The Company represents and warrants that such agent has agreed to act as agent for service of process, and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HOLDER, HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION PROCEEDING WITH RESPECT TO THIS WARRANT WARRANTS AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Appears in 2 contracts

Samples: Warrant Agreement (Verdant Earth Technologies LTD), Warrant Agreement (Verdant Earth Technologies LTD)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant shall be governed by, and construed in accordance with, the internal laws of the State of New York, without reference to the choice of law provisions thereof other than those giving effect to this choice of lawthereof. The Company and, by accepting this Warrant, the WarrantholderHolder, each irrevocably submits to the exclusive jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York located in New York County and the United States District Court for the Southern District City of New York York, for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the WarrantholderHolder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the WarrantholderHolder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Appears in 2 contracts

Samples: Employment Agreement (Growlife, Inc.), Employment Agreement (Growlife, Inc.)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant shall be governed by, and construed in accordance with, the internal laws of the State of New YorkWashington, without reference to the choice of law provisions thereof other than those giving effect to this choice of lawthereof. The Company and, by accepting this Warrant, the WarrantholderHolder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for sitting in the Southern District state of New York Washington for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the WarrantholderHolder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the WarrantholderHolder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Appears in 2 contracts

Samples: Employment Agreement (Growlife, Inc.), Employment Agreement (Growlife, Inc.)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant Debenture shall be governed by, by and construed and enforced in accordance with, with the internal laws of the State of New York, York without reference regard to the choice principles of conflicts of law provisions thereof other than those giving effect to this choice of lawthereof. The Company and, by accepting this Warrant, the Warrantholder, each Each party hereby irrevocably submits to the exclusive nonexclusive jurisdiction of the state and federal courts of sitting in the State City of New York located in New York County and the United States District Court York, Borough of Manhattan, for the Southern District adjudication of New York for the purpose of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, actionaction or proceeding, proceeding or judgment relating any claim that it is not personally subject to or arising out the jurisdiction of this Warrant and the transactions contemplated hereby. Service of process in connection with any such court, that such suit, action or proceeding may is improper. The parties hereto, including all guarantors or endorsers, hereby waive presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Debenture, except as specifically provided herein, and assent to extensions of the time of payment, or forbearance or other indulgence without notice. Any Holder of this Debenture by acceptance of this Debenture agrees to be served on each party hereto anywhere in the world bound by the same methods as provisions of this Debenture, which are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of any expressly binding on such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forumHolder. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST REQUEST, A JURY TRIAL BY JURY FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVERTRANSACTION CONTEMPLATED HEREBY.

Appears in 1 contract

Samples: Securities Purchase Agreement (Healthaxis Inc)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant shall be governed by, and construed in accordance with, the internal laws of the State of New YorkCalifornia, without reference to the choice of law provisions thereof other than those giving effect to this choice of lawthereof. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of New York California located in New York Sacramento County and the United States District Court for the Southern Eastern District of New York California for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this WarrantWarrant (other than by telex or facsimile which shall be deemed improper service). The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Appears in 1 contract

Samples: Share and Warrant Purchase Agreement (Golden Phoenix Minerals Inc /Mn/)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant shall be governed by, and construed in accordance with, the internal laws of the State of New YorkWashington, without reference to the choice of law provisions thereof other than those giving effect to this choice of lawthereof. The Company and, by accepting this Warrant, the WarrantholderHolder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of New York Washington located in New York King County and the United States District Court for the Southern Western District of New York Washington for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the WarrantholderHolder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the WarrantholderHolder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Appears in 1 contract

Samples: Services and License Agreement (Visualant Inc)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant shall be governed by, and construed in accordance with, the internal laws of the State of New York, without reference to the choice of law provisions thereof thereof. If a Warrantholder shall commence a proceeding against the Company, or if the Company shall commence a proceeding against the Warrantholder, to enforce any provisions of this Warrant, then the prevailing party in such proceeding shall be reimbursed by the other than those giving effect to this choice party for its attorney's fees and other costs and expenses incurred with the investigation, preparation and prosecution of lawsuch proceeding. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Appears in 1 contract

Samples: Warrant Agreement (Sun Healthcare Group Inc)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Warrant Agreement and all matters arising out of or relating to this Agreement shall be governed by, by and construed in accordance with, with the internal laws of the State of New YorkJersey applicable therein, without reference regard to principles of conflicts of law thereof, and the obligations, rights and remedies of the Parties hereunder shall be determined in accordance with such laws. (b) In connection with any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement, the Parties irrevocably agree to submit to the choice of law provisions thereof other than those giving effect to this choice of law. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably submits to the exclusive personal jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this WarrantJersey, the Warrantholderparties irrevocably waiving any objection thereto. If, each for any reason, federal jurisdiction is not available, and only if federal jurisdiction is not available, the parties irrevocably consents agree to submit to the personal jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this WarrantNew Jersey State courts, the Warrantholder, each parties irrevocably waiving any objection thereto. Each Party hereby irrevocably waives any objection (i) to the laying of venue of in any such suit, action or proceeding brought in such courts and irrevocably waives any claim (ii) that any such suit, action or proceeding brought in any such court has been brought in courts are an inconvenient forum. forum or do not have jurisdiction over any Party hereto. (c) Seller irrevocably designates the Corporation Trust Company (CT Corporation System), with offices at 000 Xxxx Xxxxxx Xxxx, Xxxx Xxxxxxx, XX 00000 as its agent and attorney-in-fact for the acceptance of service of process. (d) EACH OF PARTY HERETO HEREBY WAIVES, TO THE COMPANY ANDFULLEST EXTENT PERMITTED BY APPLICABLE LAW, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS WARRANT AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND REPRESENTS (B) ACKNOWLEDGES THAT COUNSEL HAS IT AND THE OTHER PARTY HERETO HAVE BEEN CONSULTED SPECIFICALLY AS INDUCED TO ENTER INTO THIS WAIVERAGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Appears in 1 contract

Samples: Purchase and Sale Option Agreement (Optimal Group Inc)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant shall be governed by, and construed in accordance with, the internal laws of the State of New YorkNevada, without reference to the choice of law provisions thereof other than those giving effect to this choice of lawthereof. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of New York Nevada located in New York Washoe County and the United States District Court for the Southern District of New York Nevada for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this WarrantWarrant (other than by telex or facsimile which shall be deemed improper service). The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Appears in 1 contract

Samples: Bridge Loan and Debt Restructuring Agreement (Golden Phoenix Minerals Inc)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant Agreement (and disputes arising hereunder whether in contract, tort or otherwise) shall be governed by, and construed in accordance with, the internal laws of the State of New York, York without reference regard to the choice of law provisions principles thereof (other than those giving effect to this choice Sections 5-1401 and 5-1402 of lawthe General Obligations Law). The Company and, by accepting this Warrant, Each of the Warrantholder, each parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this WarrantAgreement. The Company and, by accepting this Warrant, Each of the Warrantholder, each parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Appears in 1 contract

Samples: Securities Purchase Agreement (Immatics N.V.)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant shall be governed by, and construed The language in accordance with, Paragraph 16 of the internal laws Master Repurchase Agreement (“Governing Law”) that reads “without giving effect to the conflict of law principles thereof” is hereby supplemented by adding to the end thereof the words “except for Section 5-1401 of the General Obligations Law of the State of New York.” Paragraph 18 of the Master Repurchase Agreement (“Use of Employee Plan Assets”) is hereby deleted in its entirety. Paragraph 17 of the Master Repurchase Agreement (“No Waivers, without reference to Etc.”) is hereby deleted in its entirety and replaced by the choice following provisions of law provisions thereof other than those giving effect to this choice of law. The Company and, by accepting this Warrant, the Warrantholder, each Section 18: (a) Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of the State of any United States Federal or New York located State court sitting in New York County Manhattan, and the United States District Court for the Southern District of New York any appellate court from any such court, solely for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding brought to enforce its obligations under the Agreement or relating in any way to the Agreement or any Transaction under the Agreement. (b) To the extent that either party has or hereafter may be served on each acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such party hereto anywhere hereby irrevocably waives and agrees not to plead or claim such immunity in respect of any action brought to enforce its obligations under the world by Agreement or relating in any way to the same methods as are specified for Agreement or any Transaction under the giving of notices under this Warrant. The Company andAgreement. (c) Each party hereby irrevocably waives, by accepting this Warrantto the fullest extent it may effectively do so, the Warrantholder, each defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and any right of jurisdiction on account of its place of residence or domicile and irrevocably consents to the jurisdiction service of any summons and complaint and any other process by the mailing of copies of such court process to them at their respective address specified herein. Each party hereby agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 18 shall affect the right of Buyer to serve legal process in any other manner permitted by law or affect the laying right of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives Buyer to bring any objection to the laying of venue of any such suit, action or proceeding brought against Seller or its property in such the courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. of other jurisdictions. (d) EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER PARTY HEREBY IRREVOCABLY WAIVES ANY ALL RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVERTHE AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDER.

Appears in 1 contract

Samples: Master Repurchase Agreement (Capital Trust Inc)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Warrant Agreement shall be governed by, by and construed in accordance with, with the internal laws of the State of New York, Maryland without reference regard to the choice principles of law provisions thereof other than those giving effect conflicts of laws thereof. (b) The Equity Office Securityholder hereby submits and consents to this choice of law. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably submits to the non-exclusive personal jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, suit or proceeding or judgment relating to or arising out of this Warrant and Agreement or the transactions contemplated herebyhereby in a federal court located in the State of Maryland or in a Maryland state court. Service Any process, summons, notice or document delivered by mail to the address set forth on Schedule 1 hereto shall be effective service of process in connection with for any such suitaction, action suit or proceeding may be served on each party hereto anywhere in any Maryland state court or any federal court located in the world by State of Maryland with respect to any matters to which the same methods as are specified for the giving of notices under Equity Office Securityholder has submitted to jurisdiction in this WarrantSection 8. The Company and, by accepting this Warrant, the Warrantholder, each Equity Office Securityholder irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably unconditionally waives any objection to the laying of venue of any such suitaction, action suit or proceeding brought arising out of this Agreement or the transactions contemplated hereby in any Maryland state court or any federal court located in the State of Maryland, and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such courts and irrevocably waives any claim court that any such suitaction, action suit or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY EQUITY OFFICE SECURITYHOLDER IRREVOCABLY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION ACTION, SUIT OR PROCEEDING WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVERAGREEMENT.

Appears in 1 contract

Samples: Voting Agreement (Zell Samuel)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, York without reference regard to the choice of law provisions thereof other than those giving effect to this choice principles thereof. Each of law. The Company and, by accepting this Warrant, the Warrantholder, each parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York, New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this WarrantAgreement. The Company and, by accepting this Warrant, Each of the Warrantholder, each parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.. 适用法律;同意司法管辖区;放弃陪审团审判。无论纽约州法律对法律选择的原则有何规定,本协议均应受到美国纽约州的内部法律的管辖并根据该法律进行解释。对于和本协议或根据本协议拟进行的交易相关的或由此引起的任何诉讼、程序或判决,本协议的任一方在此均不可撤销地服从于位于纽约郡的纽约州法院和纽约南区美国联邦区法院的专属管辖。与这些诉讼、程序或判决有关的程序的递送可以按照本协议通知部分列出的相同方式递送给世界上任何地方的相关当事人。协议双方在此不可撤销地同意在上文所述的程序中上述法院的司法管辖权和审判地。协议双方在此不可撤销地放弃任何对在上文所述的程序中上述法院的审判地的反对意见和任何关于上述程序由上述法院进行审理的不方便性的声明。协议双方在此放弃在任何有关此协议和其他根据此协议拟进行的交易中所得的文件的诉讼中要求陪审团审判的权利,并表示在放弃权利前已向律师特别咨询。

Appears in 1 contract

Samples: Share Issuance Agreement (American Education Center, Inc.)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New YorkDelaware applicable to contracts made in and to be performed in that state, without reference regard to the choice conflicts of law provisions thereof other than those giving effect principles thereof, to this choice the extent such principles would require or permit the application of lawthe laws of another jurisdiction. The Company and, by accepting this Warrant, Each of the Warrantholder, each parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County Delaware and the United States District Court for the Southern District of New York Delaware (together, the “Delaware Courts”) for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this WarrantAgreement. The Company and, by accepting this Warrant, Each of the Warrantholder, each parties hereto irrevocably consents to the jurisdiction of any such court Delaware Court in any such suit, action or proceeding and to the laying of venue in such courtany Delaware Court. The Company and, by accepting this Warrant, the Warrantholder, each Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts the Delaware Courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court Delaware Court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO OR ARISING OUT OF THIS WARRANT AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Appears in 1 contract

Samples: Registration Rights Agreement (Local Bounti Corporation/De)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (i) This Warrant Guaranty and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed bygoverned, construed and construed interpreted in accordance with, with the internal laws of the State of New YorkDelaware, without reference to the choice of law provisions thereof other than those giving effect to this choice principles of conflicts of law. The Company and. (ii) Any claim, by accepting complaint, or action brought under this Warrant, the Warrantholder, each irrevocably submits to the exclusive Guaranty shall be brought in a court of competent jurisdiction of the courts of in the State of New York located in New York County Delaware, whose courts shall have exclusive jurisdiction over claims, complaints, or actions brought under this Guaranty, and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant parties hereby agree and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents submit to the personal jurisdiction and venue thereof. Each of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each parties hereto irrevocably waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby irrevocably and unconditionally consents to the laying granting of venue of any such suit, action legal or proceeding brought in equitable relief as is deemed appropriate by such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. court. (iii) THE PARTIES HERETO EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS GUARANTY OR IN ANY LITIGATION WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS GUARANTY OR THE TRANSACTIONS RELATED HERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. THE PARTIES HERETO EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT EACH AND ANY PARTY HERETO MAY FILE A COPY OF THIS GUARANTY WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS THE WAIVER OF THEIR RIGHT TO THIS WAIVERTRIAL BY JURY. (iv) This Section 10 shall survive the termination of this Guaranty and the repayment of all obligations..

Appears in 1 contract

Samples: Guaranty (AEON Biopharma, Inc.)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant Agreement shall be governed by, by and construed in accordance with, with the internal laws of the State of New York, without reference to the choice of law provisions thereof other than those giving effect to this choice its conflicts of lawlaws provisions. The Company and, by accepting this Warrant, Each of the Warrantholder, each parties hereto irrevocably submits to the exclusive nonexclusive jurisdiction of the courts any competent New York State court or federal court of the United States sitting in the State and City of New York, County of New York located in New York County and the United States District Court for the Southern District Borough of New York Manhattan, and any appellate court from any thereof, for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this WarrantAgreement. The Company and, by accepting this Warrant, Each of the Warrantholder, each parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. The parties hereto agree and acknowledge that each party has retained counsel in connection with the negotiation and preparation of this Agreement, and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the foregoing agreements or any amendment, schedule or exhibits thereto.

Appears in 1 contract

Samples: Exchange and Purchase Agreement (Gevo, Inc.)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Warrant Agreement shall be governed by, by and construed in accordance with, with the internal laws of the State of New YorkDelaware, without reference regard to the choice any applicable conflicts of law provisions thereof other than those giving effect principles. (b) Each party agrees that it will bring any action or proceeding in respect of any claim arising out of or related to this choice Agreement or the transactions contemplated hereby exclusively in the Delaware Court of law. The Company Chancery and any state appellate court therefrom within the State of Delaware or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal or state court of competent jurisdiction located in the State of Delaware (the “Chosen Courts”), and, by accepting solely in connection with claims arising under this WarrantAgreement or the transactions that are the subject of this Agreement, the Warrantholder, each (i) irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suitChosen Courts, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably (ii) waives any objection to the laying of venue of in any such suit, action or proceeding brought in such courts and irrevocably the Chosen Courts, (iii) waives any claim objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party and (iv) agrees that service of process upon such party in any such suit, action or proceeding brought will be effective if notice is given in any such court has been brought in an inconvenient forum. accordance with Section 4.02. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE EXTENT PERMITTED BY LAW AT THE TIME OF INSTITUTION OF THE COMPANY ANDAPPLICABLE LITIGATION, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO REQUEST A TRIAL BY JURY IN RESPECT OF ANY LITIGATION WITH RESPECT DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS WARRANT AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND REPRESENTS ACKNOWLEDGES THAT: (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT COUNSEL SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN CONSULTED SPECIFICALLY AS INDUCED TO ENTER INTO THIS WAIVERAGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.07(c).

Appears in 1 contract

Samples: Voting Agreement (Texas Capital Bancshares Inc/Tx)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant (a) All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, York without reference giving effect to the any choice of law or conflict of law rules or provisions thereof other than those giving effect to this choice of law. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably submits to the exclusive jurisdiction of the courts (whether of the State of New York located in or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York County shall control the interpretation and construction of this Agreement, even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply. (b) The Parties agree that jurisdiction and venue in any action brought by any Party pursuant to this Agreement shall properly lie exclusively in the United States District Court for the Southern District of New York for or any court of the purpose State of New York and any suit, action, proceeding federal or judgment relating to or arising out state court located in the State of New York from which appeal therefrom validly lies. By execution and delivery of this Warrant and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the WarrantholderAgreement, each Party irrevocably consents submits to the jurisdiction of such courts for itself and in respect of its property with respect to such action. The Parties irrevocably agree that venue would be proper in such court, and hereby waive any objection that such court is an improper or inconvenient forum for the resolution of such action. The Parties further agree that the mailing by certified or registered mail, return receipt requested, of any process required by any such court in shall constitute valid and lawful service of process against them, without necessity for service by any such suit, action other means provided by statute or proceeding and to the laying rule of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. . (c) AS A SPECIFICALLY BARGAINED INDUCEMENT FOR EACH OF THE COMPANY ANDPARTIES TO ENTER INTO THIS AGREEMENT (WITH EACH PARTY HAVING HAD OPPORTUNITY TO CONSULT COUNSEL), BY ITS ACCEPTANCE HEREOF, EACH OF THE WARRANTHOLDER HEREBY PARTIES EXPRESSLY AND IRREVOCABLY WAIVES ANY THE RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO ACTION OR PROCEEDING UNDER THIS WARRANT AGREEMENT OR ANY ACTION OR PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY OTHER TRANSACTION DOCUMENT, REGARDLESS OF WHICH PARTY INITIATES SUCH ACTION OR PROCEEDING, AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO ANY ACTION OR PROCEEDING UNDER THIS WAIVERAGREEMENT OR ANY ACTION OR PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY OTHER TRANSACTION DOCUMENT SHALL BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sra International, Inc.)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Warrant Agreement and all disputes or controversies arising out of or relating to this Agreement shall be governed by, by and construed in accordance with, with the internal laws Laws of the State of New YorkDelaware, without reference regard to the choice conflicts-of-law principles of law provisions thereof other than those giving effect to this choice such State. (b) Each of law. The Company and, by accepting this Warrant, the Warrantholder, each Parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the courts Delaware Court of Chancery (and if the Delaware Court of Chancery shall be unavailable, any Delaware State court and the Federal court of the United States of America sitting in the State of New York located in New York County and the United States District Court Delaware) for the Southern District of New York for the purpose purposes of any suit, action, action or other proceeding or judgment relating to or arising out of this Warrant and the transactions Agreement or any transaction contemplated hereby, whether in law or in equity, whether in contract or in tort or otherwise (and agrees that no such action, suit or proceeding relating to this Agreement shall be brought by it or any of its subsidiaries except in such courts). Service Each of the Parties further agrees that, to the fullest extent permitted by Applicable Law, service of any process, summons, notice or document by U.S. registered mail to such Person’s respective address set forth above shall be effective service of process in connection with for any such suitaction, action suit or proceeding may be served on each party hereto anywhere in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth above in the world by immediately preceding sentence. Each of the same methods as are specified for the giving of notices under this Warrant. The Company andParties hereto irrevocably and unconditionally waives (and agrees not to plead or claim), by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suitaction, action suit or proceeding brought arising out of this Agreement, whether in such courts law or in equity, whether in contract or in tort or otherwise, in the Delaware Court of Chancery (and irrevocably waives if the Delaware Court of Chancery shall be unavailable, in any claim Delaware State court or the Federal court of the United States of America sitting in the State of Delaware) or that any such suitaction, action suit or proceeding brought in any such court has been brought in an inconvenient forum. . (c) EACH OF THE COMPANY ANDPARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO REQUEST A TRIAL BY JURY IN RESPECT OF ANY LITIGATION WITH RESPECT DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS WARRANT AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, INCLUDING, BUT NOT LIMITED TO, ANY DISPUTE ARISING OUT OF OR IN ANY WAY RELATING TO THIS WAIVERANY DEBT COMMITMENT LETTER OR THE PERFORMANCE THEREOF OR ANY FINANCING CONTEMPLATED THEREBY.

Appears in 1 contract

Samples: Merger Agreement (Investment Technology Group, Inc.)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant (a) The parties agree that this Agreement shall be governed by, by and construed in all respects in accordance with, with the internal laws Laws of the State of New York, York without reference regard to any conflict of Laws or choice of Law principles that might otherwise refer construction or interpretation of this Agreement to the choice substantive Law of law provisions thereof other than those giving effect another jurisdiction. (b) Each party agrees that it will bring any action or proceeding in respect of any claim arising out of or related to this choice Agreement or the transactions contemplated hereby exclusively in any federal or state court of law. The Company competent jurisdiction located in the State of New York (the “Chosen Courts”), and, by accepting solely in connection with claims arising under this WarrantAgreement or the transactions that are the subject of this Agreement, the Warrantholder, each (i) irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suitChosen Courts, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably (ii) waives any objection to the laying of venue of in any such suit, action or proceeding brought in such courts and irrevocably the Chosen Courts, (iii) waives any claim objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party and (iv) agrees that service of process upon such party in any such suit, action or proceeding brought will be effective if notice is given in any such court has been brought in an inconvenient forum. accordance with Section 5.3. (c) EACH OF PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE COMPANY ANDFULLEST EXTENT PERMITTED BY APPLICABLE LAW, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO REQUEST A TRIAL BY JURY IN RESPECT OF ANY LITIGATION WITH RESPECT SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS WARRANT AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND REPRESENTS ACKNOWLEDGES THAT: (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT COUNSEL SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN CONSULTED SPECIFICALLY AS INDUCED TO ENTER INTO THIS WAIVERAGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.7.

Appears in 1 contract

Samples: Voting Agreement (Evans Bancorp Inc)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without reference York applicable to agreements made and to be performed entirely within the State of New York (except to the choice extent the provisions of law provisions thereof other than those giving effect the Business Corporations Act (Ontario) would be mandatorily applicable to this choice the issuance of law. The Company and, by accepting this Warrantthe Shares, the WarrantholderWarrants, each the Adjustment Warrants, the Warrant Shares or the Adjustment Warrant Shares). Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this WarrantAgreement. The Company and, by accepting this Warrant, Each of the Warrantholder, each parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. TO THE EXTENT ALLOWABLE UNDER APPLICABLE LAW, EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Appears in 1 contract

Samples: Subscription Agreement (Sphere 3D Corp)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Warrant Agreement shall be governed by, by and construed in accordance with, with the internal laws of the State of New YorkMaryland, without reference regard to the choice conflicts of law provisions thereof other than those giving effect to this choice rules of law. The Company and, by accepting this Warrant, such State. (b) Each of the Warrantholder, each Parties irrevocably submits to the exclusive jurisdiction of (a) the courts Circuit Court of the State of New York located in New York County Baltimore City, Maryland, and (b) the United States District Court for the Southern District of New York Maryland, for the purpose purposes of any suit, action, action or other proceeding or judgment relating to or arising out of this Warrant and Agreement, the transactions other agreements contemplated hereby or any transaction contemplated hereby. Service Each of process the Parties agrees to commence any action, suit or proceeding relating hereto either in connection with the United States District Court for the District of Maryland or if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the Circuit Court of Baltimore City, Maryland. Each of the Parties as to any suit, action or other proceeding arising out of this Agreement in a Circuit Court of the State of Maryland, agrees to request and/or consent to the assignment of any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction Business and Technology Case Management Program. Each of any such court in any such suit, action or proceeding the Parties irrevocably and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably unconditionally waives any objection to the laying of venue of any such suitaction, action suit or proceeding brought arising out of this Agreement or the transactions contemplated hereby in (i) the Circuit Court of Baltimore City, Maryland or (ii) the United States District Court for the District of Maryland, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such courts and irrevocably waives any claim court that any such suitaction, action suit or proceeding brought in any such court has been brought in an inconvenient forum. Each of the Parties irrevocably waives any objections or immunities to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any litigation, suit, action or proceeding against it arising out of or relating to this Agreement or the transactions contemplated hereby which is instituted in any such court. The Parties agree that a final trial court judgment in any such suit, action or other proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law; provided, however, that nothing in the foregoing shall restrict any Party’s rights to seek any post-judgment relief regarding, or any appeal from, such final trial court judgment. Each of the Parties hereto agrees that service of process, summons, notice or document by registered mail addressed to it at the addresses set forth in Section 4.02 shall be effective service of process with respect to any matters to which it has submitted to jurisdiction in this Section 4.05(b). The Parties agree that service of process may also be effected by certified or registered mail, return receipt requested, or by reputable overnight courier service, directed to the other party at the addresses set forth herein in Section 4.02, and service so made shall be completed when received. (c) EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS WARRANT AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY ACKNOWLEDGES AND REPRESENTS AGREES THAT COUNSEL (a) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (b) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (c) IT MAKES THIS WAIVER VOLUNTARILY; AND (d) IT HAS BEEN CONSULTED SPECIFICALLY AS INDUCED TO ENTER INTO THIS WAIVERAGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.05.

Appears in 1 contract

Samples: Voting Agreement (Service Properties Trust)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant shall be governed byTHIS AGREEMENT SHALL BE GOVERNED BY, and construed in accordance withAND CONSTRUED IN ACCORDANCE WITH, the internal laws THE LAWS OF THE STATE OF DELAWARE (WITHOUT GIVING EFFECT TO CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE). With respect to any Proceeding arising out of or relating to this Agreement, each of the State of New York, without reference to the choice of law provisions thereof other than those giving effect to this choice of law. The Company and, by accepting this Warrant, the Warrantholder, each Parties hereto hereby irrevocably (a) submits to the exclusive jurisdiction of the courts Court of Chancery of the State of New York located in New York County Delaware and the United States District Court for the Southern District of New York Delaware and the appellate courts therefrom (the “Selected Courts”) and waives any objection to venue being laid in the Selected Courts whether based on the grounds of forum non conveniens or otherwise and hereby agrees not to commence any such Proceeding other than before one of the Selected Courts; provided, however, that a Party may commence any Proceeding in a court other than a Selected Court solely for the purpose of any suit, action, proceeding enforcing an order or judgment relating issued by one of the Selected Courts; (b) consents to or arising out of this Warrant and the transactions contemplated hereby. Service service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world Proceeding by the same methods as are specified for mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized international express carrier or delivery service, to their respective addresses referred to in Section 9(d) hereof; provided, however, that nothing herein shall affect the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction right of any such court Party hereto to serve process in any such suitother manner permitted by law; and (c) TO THE FULLEST EXTENT PERMITTED BY LAW, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY AND ALL RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVERAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Appears in 1 contract

Samples: Registration Rights Agreement (Sitio Royalties Corp.)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant (a) All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without reference to the choice of law provisions thereof other than those giving effect . (b) The Parties agree that jurisdiction and venue in any action brought by any Party pursuant to this choice of law. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located Agreement shall properly lie exclusively in New York County and the United States District Court for the Southern District of New York for or any court of the purpose State of New York and any suit, action, proceeding federal or judgment relating to or arising out state court located in the State of New York from which appeal therefrom validly lies. By execution and delivery of this Warrant and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the WarrantholderAgreement, each Party irrevocably consents submits to the jurisdiction of such courts for itself and in respect of its property with respect to such action. The Parties irrevocably agree that venue would be proper in such court, and hereby waive any objection that such court is an improper or inconvenient forum for the resolution of such action. The Parties further agree that the mailing by certified or registered mail, return receipt requested, of any process required by any such court in shall constitute valid and lawful service of process against them, without necessity for service by any such suit, action other means provided by statute or proceeding and to the laying rule of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. . (c) AS A SPECIFICALLY BARGAINED INDUCEMENT FOR EACH OF THE COMPANY ANDPARTIES TO ENTER INTO THIS AGREEMENT (WITH EACH PARTY HAVING HAD OPPORTUNITY TO CONSULT COUNSEL), BY ITS ACCEPTANCE HEREOF, EACH OF THE WARRANTHOLDER HEREBY PARTIES EXPRESSLY AND IRREVOCABLY WAIVES ANY THE RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO ACTION OR PROCEEDING UNDER THIS WARRANT AGREEMENT OR ANY ACTION OR PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY OTHER TRANSACTION DOCUMENT, REGARDLESS OF WHICH PARTY INITIATES SUCH ACTION OR PROCEEDING, AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO ANY ACTION OR PROCEEDING UNDER THIS WAIVERAGREEMENT OR ANY ACTION OR PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY OTHER TRANSACTION DOCUMENT SHALL BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

Appears in 1 contract

Samples: Merger Agreement (Ultra SC Inc.)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant The laws of the State of New York shall be governed by, and construed in accordance withgovern this Indenture, the internal laws Guarantee and the Securities. Any legal suit, action or proceeding arising out of or based upon this Indenture (Related Proceedings) may be instituted in the federal courts of the United States of America or the courts of the State of New York, without reference to in each case located in the choice City and County of law provisions thereof other than those giving effect to this choice of law. The Company and, by accepting this WarrantNew York (collectively, the WarrantholderSpecified Courts), each and Company and Guarantor irrevocably submits submit to the exclusive jurisdiction (except for suits, actions, or proceedings instituted in regard to the enforcement of a judgment of any Specified Court in a Related Proceeding a Related Judgment, as to which such jurisdiction is non-exclusive) of the courts of Specified Courts in any Related Proceeding. In respect to the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose Company, service of any suitprocess, actionsummons, proceeding notice or judgment relating document by mail to or arising out of this Warrant and the transactions contemplated hereby. Service its address shall be effective service of process for any Related Proceeding brought in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this WarrantSpecified Court. The Company and, by accepting this Warrant, the Warrantholder, each and Guarantor irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought Related Proceeding in such courts the Specified Courts and irrevocably waives and unconditionally waive and agree not to plead or claim in any claim Specified Court that any such suit, action or proceeding Related Proceeding brought in any such court Specified Court has been brought in an inconvenient forum. The Guarantor irrevocably appoints Corporation Service Company as its agent to receive service of process or other legal summons for purposes of any Related Proceeding that may be instituted in any Specified Court. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOFCOMPANY, THE WARRANTHOLDER GUARANTOR AND THE TRUSTEE HEREBY WAIVES IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVERINDENTURE, THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Appears in 1 contract

Samples: Indenture (Alcon Inc)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant shall be governed byTHE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, and construed in accordance with, the internal laws THE NOTES AND THE SUBSIDIARY GUARANTEES AND THE RIGHTS AND DUTIES OF THE PARTIES THEREUNDER. Each of the State of New York, without reference to the choice of law provisions thereof other than those giving effect parties to this choice of law. The Company and, by accepting this Warrant, the Warrantholder, Indenture each hereby irrevocably submits to the exclusive jurisdiction of any New York State or federal court sitting in the courts Borough of the State Manhattan in The City of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, action or proceeding or judgment relating to or arising out of or relating to the Notes, the Subsidiary Guarantees or this Warrant Indenture, and the transactions contemplated hereby. Service all such parties hereby irrevocably agree that all claims in respect of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere heard and determined in such New York State or federal court and hereby irrevocably waive, to the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrantfullest extent that they may legally do so, the Warrantholder, each irrevocably consents defense of an inconvenient forum to the jurisdiction maintenance of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forumproceeding. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOFCOMPANY, THE WARRANTHOLDER SUBSIDIARY GUARANTORS AND THE TRUSTEE HEREBY WAIVES IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED BY THIS WAIVER.INDENTURE OR THE NOTES

Appears in 1 contract

Samples: Indenture (Playtika Holding Corp.)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Warrant Guaranty shall in all respects be governed byinterpreted, and construed and governed by and in accordance with, the internal internal, substantive laws of the State of New YorkCalifornia without regard to the principles of conflicts of laws thereof that would direct the application of the law of another jurisdiction. (b) Any action, without reference suit or proceeding by or between the Parties under or relating to this Guaranty shall be brought exclusively in whichever of the state or federal courts located in the County of Ventura, State of California that has subject matter jurisdiction over the dispute (or, if such courts do not accept jurisdiction, then in any federal or state court in the United States of competent jurisdiction). Each of the Parties hereby (i) waives any objection which Guarantor may now or hereafter have regarding the choice of law provisions thereof forum whether on personal jurisdiction, venue, forum non conveniens or on any other than those giving effect to this choice of law. The Company andground, by accepting this Warrant, the Warrantholder, each (ii) irrevocably submits consents that it is subject to the exclusive personal jurisdiction of the state or federal courts located in the County of Ventura, State of California, and (iii) irrevocably consents to the service of process outside of the territorial jurisdiction of such courts by nationally recognized courier service or by mailing copies thereof by registered or certified United States mail, postage prepaid, to Guarantor’s last designated address pursuant to Section 12 with the same effect as if Guarantor were a resident of the State of New York located California and had been lawfully served in New York County and such state. Nothing in this Guaranty shall affect the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating right to or arising out of this Warrant and the transactions contemplated hereby. Service service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world other manner permitted by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. law. (c) EACH OF THE COMPANY ANDPARTIES TO THIS GUARANTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY ITS ACCEPTANCE HEREOFAPPLICABLE LAW, THE WARRANTHOLDER HEREBY WAIVES ANY AND ALL RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVERGUARANTY.

Appears in 1 contract

Samples: Parent Guaranty (Cure Pharmaceutical Holding Corp.)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Warrant Agreement and all actions, proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of or relating to this Agreement, any of the transactions contemplated by this Agreement or the actions of any of the parties hereto in the negotiation, administration, performance and enforcement hereof and thereof, shall be governed by, and construed in accordance with, the internal laws of the State of New York, Delaware (without reference giving effect to the choice of law provisions thereof other than those giving effect principles thereof). (b) Each of the parties hereto (i) irrevocably consents to this choice of law. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably submits submit itself to the exclusive jurisdiction of the courts Delaware Court of Chancery and any state appellate court therefrom within the State of New York located Delaware (unless the Delaware Court of Chancery shall decline to accept jurisdiction over a particular matter, in New York County which case, in any Delaware state or federal court within the State of Delaware) (such courts, collectively, the “Delaware Courts”) in the event any dispute, claim or cause of action arises out of or relates to this Agreement or the transactions contemplated 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 Delaware Court and the United States District Court for the Southern District of New York for the purpose of (iii) agrees that it will not bring any suit, action, proceeding claim or judgment relating to or action arising out of or relating to this Warrant and Agreement or the transactions contemplated herebyby this Agreement in any court other than a Delaware Court. Service Each of the parties hereto hereby irrevocably and unconditionally consents to service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere the manner provided for notices in Section 9.2 (Notices). Nothing in this Agreement will affect the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction right of any such court party to this Agreement to serve process in any such suit, action or proceeding and to the laying of venue in such court. The Company and, other manner permitted by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Law. (c) EACH OF THE COMPANY ANDPARTIES HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO REQUEST A TRIAL BY JURY IN RESPECT OF ANY LITIGATION WITH RESPECT DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS WARRANT AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY CONTROVERSY INVOLVING ANY REPRESENTATIVE OF PARENT UNDER THIS AGREEMENT. EACH PARTY CERTIFIES AND REPRESENTS ACKNOWLEDGES THAT COUNSEL (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY HERETO UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY HERETO MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HERETO HAS BEEN CONSULTED SPECIFICALLY AS INDUCED TO ENTER INTO THIS WAIVERAGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.7(c).

Appears in 1 contract

Samples: Merger Agreement (KSW Inc)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant Agreement and the rights and obligations of the parties hereto shall be governed bygoverned, construed and construed interpreted in accordance with, with the internal laws of the State of New York, without reference to the choice of law provisions thereof other than those giving effect to principles or conflicts of law and any proceedings arising among the parties in any manner pertaining or relating to this choice Agreement shall be heard solely in the state and/or federal courts located in New York. Each party agrees that all legal proceedings concerning the transactions contemplated hereby shall be commenced in the state and federal courts sitting in the City of lawNew York, Borough of Manhattan (the “New York Courts”). The Company and, by accepting this Warrant, the Warrantholder, each Each party hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court Courts for the Southern District adjudication of New York for the purpose of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, actionaction or proceeding, proceeding any claim that is not personally subject to the jurisdiction of any court, or judgment relating to such New York Courts are improper or arising out of this Warrant and the transactions contemplated herebyinconvenient venue for such proceeding. Service Each party hereby irrevocably waives personal service of process and consents to process being served in connection with any such suit, action or proceeding may by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it hereunder and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be served on each deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company andhereby irrevocably waives, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of fullest extent permitted by applicable law, any such court and all right to trial by jury in any such suit, legal proceeding arising out of or relating hereto. If either party shall commence an action or proceeding and to enforce any provisions hereof, then the laying of venue prevailing party in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVERproceeding.

Appears in 1 contract

Samples: Securities Purchase Agreement (Thinspace Technology, Inc.)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Warrant Agreement shall be governed by, by and construed in accordance with, with the internal laws of the State of New York, Maryland without reference regard to the choice principles of law provisions thereof other than those giving effect conflicts of laws thereof. (b) The Xxxxxxx Securityholder hereby submits and consents to this choice of law. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably submits to the non-exclusive personal jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, suit or proceeding or judgment relating to or arising out of this Warrant and Agreement or the transactions contemplated herebyhereby in a federal court located in the State of Maryland or in a Maryland state court. Service Any process, summons, notice or document delivered by mail to the address set forth on Schedule 1 hereto shall be effective service of process in connection with for any such suitaction, action suit or proceeding may be served on each party hereto anywhere in any Maryland state court or any federal court located in the world by State of Maryland with respect to any matters to which the same methods as are specified for the giving of notices under Xxxxxxx Securityholder has submitted to jurisdiction in this WarrantSection 10. The Company and, by accepting this Warrant, the Warrantholder, each Xxxxxxx Securityholder irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably unconditionally waives any objection to the laying of venue of any such suitaction, action suit or proceeding brought arising out of this Agreement or the transactions contemplated hereby in any Maryland state court or any federal court located in the State of Maryland, and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such courts and irrevocably waives any claim court that any such suitaction, action suit or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY XXXXXXX SECURITYHOLDER IRREVOCABLY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION ACTION, SUIT OR PROCEEDING WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVERAGREEMENT.

Appears in 1 contract

Samples: Voting Agreement (Equity Office Properties Trust)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, York without reference regard to the choice of law provisions thereof other than principles thereof, provided, however, that corporate matters, including those giving effect relating to this choice the issuance of lawthe Shares, shall be governed by the Delaware General Corporation Law. The Company and, by accepting this Warrant, Each of the Warrantholder, each parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this WarrantAgreement. The Company and, by accepting this Warrant, Each of the Warrantholder, each parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Appears in 1 contract

Samples: Purchase Agreement (LCC International Inc)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant Note shall be governed by, by and construed in accordance with, under the internal laws law of the State of New York, without reference giving effect to the choice of law provisions principles thereof (other than those giving effect to this choice Section 5-1401 of lawthe New York General Obligation Law). The Company and, by accepting this WarrantNote, the WarrantholderHolder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant Note and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this WarrantNote. The Company and, by accepting this WarrantNote, the WarrantholderHolder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this WarrantNote, the WarrantholderHolder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. THE COMPANY AND BY ACCEPTING THIS NOTE THE HOLDER EACH HEREBY WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS NOTE OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. EACH OF THE COMPANY AND, BY AND THE HOLDER HAS REVIEWED THIS WAIVER WITH ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVERCOUNSEL.

Appears in 1 contract

Samples: Convertible Term Note (Globeimmune Inc)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Warrant Trust Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to its choice of law principles. (b) All judicial proceedings brought against the Trust arising out of or relating to this Trust Agreement or any portion of any Collateral may be brought in any State or Federal Court located in the Borough of Manhattan, the City of New York, without reference to the choice of law provisions thereof other than those giving effect to this choice of law. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and York. Nothing herein shall affect the United States District Court for the Southern District of New York for the purpose right of any suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere to bring proceedings against any other party hereto in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction courts of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF other jurisdiction. (c) THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER PARTIES HERETO HEREBY WAIVES ANY RIGHT TO AGREE THAT NO PARTY SHALL REQUEST A TRIAL BY JURY IN THE EVENT OF LITIGATION BETWEEN THEM CONCERNING THIS TRUST AGREEMENT OR ANY LITIGATION CLAIMS OR TRANSACTIONS IN CONNECTION HEREWITH, AND ANY SUCH RIGHT TO TRIAL BY JURY IS EXPRESSLY WAIVED. EACH OF THE PARTIES HERETO HEREBY ACKNOWLEDGE THAT SUCH WAIVER IS MADE WITH RESPECT TO THIS WARRANT FULL UNDERSTANDING AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVERKNOWLEDGE OF THE NATURE OF THE RIGHTS AND BENEFITS WAIVED HEREBY. SECTION 10.11. SERIES BENEFICIAL OWNER BOUND BY TRUST AGREEMENT. By accepting an interest in a Series of the Trust, the Series Beneficial Owner agrees to be bound by and shall comply with the terms of this Trust Agreement.

Appears in 1 contract

Samples: Trust Agreement (Allstate Life Global Funding)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by, by and construed in accordance with, with the internal laws of the State of New York, without reference to the choice of law provisions thereof other than those giving effect to this choice of law. The Company and, by accepting this WarrantIssuers, the Warrantholder, Guarantors and each irrevocably submits to Initial Purchaser hereby (a) agree that any suit or proceeding arising in respect of this Agreement will be tried exclusively in the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States U.S. District Court for the Southern District of New York for or, if that court does not have subject matter jurisdiction, in any state court located in the purpose City and County of any suitNew York, action(b) agree to submit to the jurisdiction of, proceeding or and to venue in, such courts and (c) agree that a final judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection with any such suit, action or any such action or proceeding shall be conclusive and may be served enforced in other jurisdictions by suit on each party hereto anywhere in the world judgment or any other manner provided by law. Each of the same methods as are specified for Issuers and the giving of notices under this Warrant. The Company andGuarantors, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction extent organized outside of any such court the United States, shall appoint CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as its agent for service of process in any such suit, action or proceeding and to the laying agrees that service of venue process upon said authorized agent shall be deemed in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying every respect effective service of venue of process upon it in any such suit, action or proceeding brought proceeding. Each of the Issuers and the Guarantors, to the extent organized outside of the United States agrees to deliver, upon the execution and delivery of this Agreement, a written acceptance by such agent of its appointment as such agent. Each of the Issuers and the Guarantors, to the extent organized outside of the United States, further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be reasonably necessary to continue such designation and appointment of CT Corporation System in such courts full force and irrevocably waives any claim that any such suiteffect for so long as this Agreement, action or proceeding brought remains in any such court has been brought in an inconvenient forumforce. EACH OF THE COMPANY ANDISSUERS AND THE GUARANTORS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY ITS ACCEPTANCE HEREOFAPPLICABLE LAW, THE WARRANTHOLDER HEREBY WAIVES ANY AND ALL RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVERAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. To the extent that the Issuers and the Guarantors have or hereafter may acquire any immunity (sovereign or otherwise) from jurisdiction of any court of (i) Ireland, or any political subdivision thereof, (ii) the United States or the State of New York, (iii) any jurisdiction in which they own or lease property or assets or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution, set-off or otherwise) with respect to themselves or their respective property and assets or this Agreement, each of the Issuers and the Guarantors hereby irrevocably waives such immunity in respect of its obligations under this Agreement to the fullest extent permitted by applicable law.

Appears in 1 contract

Samples: Purchase Agreement (Endo International PLC)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant shall Agreement will be governed by, and construed in accordance with, the internal laws law of the State of New York, Washington without reference regard to the choice conflict of law provisions thereof other than those giving effect laws rules of such state. Each of the Seller, Company and the Executive hereby irrevocably consents and agrees that he or it shall bring any action, suit or proceeding with respect to any matter arising under or relating to this choice Agreement or the subject matter hereof, or any other dispute out of law. The Company andor related to Executive’s employment with the Company, in the state or federal courts located in Seattle, Washington (or if jurisdiction is not available in such courts, then in any federal court located in the State of Washington), unless any such party, based on the good faith advice of his or its counsel, determines that any such court may not exercise or have jurisdiction over the other Person or such matter or that a judgment rendered by accepting this Warrant, such court may not be enforceable in the Warrantholder, each irrevocably submits to the exclusive jurisdiction of the organization of the other Person or a jurisdiction in which such other Person’s office(s) or assets are located, as applicable. Each of the Seller, Company and the Executive irrevocably accepts and submits, for himself or itself and in respect of his or its properties, to the jurisdiction of the state and federal courts of located in Seattle, Washington (or if jurisdiction is not available in such court, then in any federal court located in the State of New York located Washington), in New York County personam, generally and unconditionally, with respect to any such action, suit or proceeding. Each of the Seller, Company and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Warrantholder, each Executive hereby irrevocably consents to the jurisdiction service of process in any such action, suit or proceeding in any such court by the mailing of a copy thereof by registered or certified mail, postage prepaid, to such Person. In addition to or in lieu of any such court service, service of process may also be made in any such suitother manner permitted by applicable law. Each of the Seller, action Company and the Executive hereby irrevocably and unconditionally waives any objection or proceeding and defense which he may now or hereafter have to the laying of venue to any such action, suit or proceeding in the state and federal courts located in Seattle, Washington (or if jurisdiction is not available in such court. The Company and, by accepting this Warrant, then in any federal court located in the Warrantholder, each State of Washington and hereby irrevocably and unconditionally waives any objection and agrees not to the laying of venue of plead or claim that any such suitaction, action suit or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE SELLER, COMPANY AND, BY ITS ACCEPTANCE HEREOF, AND THE WARRANTHOLDER EXECUTIVE HEREBY WAIVES HIS OR ITS RIGHTS TO A JURY TRIAL OF ANY RIGHT CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO REQUEST THIS AGREEMENT OR THE SUBJECT MATTER HEREOF. EACH OF THE SELLER, COMPANY AND THE EXECUTIVE ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF SUCH PERSON. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MIGHT BE FILED IN ANY COURT AND THAT MAY RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING ALL COMMON LAW AND STATUTORY CLAIMS. EACH OF THE SELLER, COMPANY AND THE EXECUTIVE FURTHER REPRESENTS AND WARRANTS THAT HE OR IT, AS APPLICABLE, HAS REVIEWED THIS WAIVER WITH HIS OR ITS LEGAL COUNSEL AND THAT HE KNOWINGLY AND VOLUNTARILY WAIVES HIS OR ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH SUCH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, MODIFICATIONS, SUPPLEMENTS OR RESTATEMENTS HEREOF. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. TO THE EXTENT THAT THE APPLICABLE LAW DOES NOT PERMIT ENFORCEMENT OF A WAIVER OF A JURY IN TRIAL, EACH OF THE SELLER, COMPANY AND THE EXECUTIVE AGREES THAT ANY LITIGATION WITH RESPECT TO DISPUTE COVERED BY THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVERPARAGRAPH SHALL BE RESOLVED BY JUDICIAL REFERENCE OR OTHER SIMILAR COURT-SPONSORED PROCESS.

Appears in 1 contract

Samples: Separation Agreement (CHURCHILL DOWNS Inc)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant (a) The construction and performance of this Agreement shall be governed by, and construed in accordance with, by the internal laws of the State of New York, Delaware without reference giving effect to the choice of law provisions thereof other than those giving effect thereof. (b) All Actions arising out of or relating to this choice of law. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably submits to the exclusive jurisdiction of Agreement shall be heard and determined exclusively in the courts of the State of New York located in the City of New York, Borough of Manhattan, or of the United States of America for the Southern District of New York, and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of such courts (and, in the case of appeals, appropriate appellate courts therefrom) in any such Action and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. The consents to jurisdiction set forth in this Section 11.9 shall not constitute general consents to service of process in the State of New York County and shall have no effect for any purpose except as provided in this Section 11.9 and shall not be deemed to confer rights on any third party. The parties hereto agree that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. (c) BUYER AND SELLER HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF BUYER OR SELLER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF. (d) Notwithstanding the foregoing, each of the parties hereto agrees that (i) any claim, suit, action or other proceeding involving the Financing Sources arising out of or relating to this Agreement, the Commitment Letters or the performance of any services thereunder shall be subject to the exclusive jurisdiction of the United States District Court for the Southern District of New York for located in the purpose borough of Manhattan in the City of New York, or if such court does not have jurisdiction, the Supreme Court of the State of New York, New York County, (ii) it will not, and it will not permit any suitof its affiliates to, actionbring or support any third party in bringing any claim, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection with any such suit, action or other proceeding may be served on each party hereto anywhere in any court other than the United States District Court for the Southern District of New York located in the world by borough of Manhattan in the same methods as are specified for the giving City of notices under this Warrant. The Company andNew York, by accepting this Warrantor if such court does not have jurisdiction, the WarrantholderSupreme Court of the State of New York, each irrevocably consents New York County and (iii) it waives any right to the jurisdiction trial by jury in respect of any such court in any such claim, suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVERother proceeding.

Appears in 1 contract

Samples: Asset Purchase Agreement (Lin Tv Corp.)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant shall be governed by, and construed in accordance with, the internal laws of the State of New YorkTexas, without reference to the choice of law provisions thereof other than those giving effect to this choice of lawthereof. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably submits to the exclusive jurisdiction of the state and federal courts of the State of New York located in New York County and the United States District Court for the Southern District of New York Xxxxxx County, Texas for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Appears in 1 contract

Samples: Securities Purchase Agreement (Summer Energy Holdings Inc)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant Agreement shall be governed by, by and construed in accordance with, with the internal laws of the State of New York, York without reference to the choice of law provisions thereof other than those giving effect to provisions relating to conflicts of law to the extent the application of the laws of another jurisdiction would be required thereby. If a Purchaser shall commence a proceeding against the Company, or if the Company shall commence a proceeding against a Purchaser, to enforce any provisions of this choice Agreement, then the prevailing party in such proceeding shall be reimbursed by the other party for its attorney's fees and other costs and expenses incurred with the investigation, preparation and prosecution of lawsuch proceeding. The Company and, by accepting this Warrant, Each of the Warrantholder, each parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this WarrantAgreement. The Company and, by accepting this Warrant, Each of the Warrantholder, each parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Appears in 1 contract

Samples: Registration Rights Agreement (Sun Healthcare Group Inc)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, York without reference regard to the choice of law provisions thereof other than those giving effect to this choice principles thereof. Each of law. The Company and, by accepting this Warrant, the Warrantholder, each parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in any wherein the world by the same methods as are specified for the giving of notices under this WarrantAgreement. The Company and, by accepting this Warrant, Each of the Warrantholder, each parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.. 管辖法律;同意管辖权;放弃陪审团审判。本协议受纽约州州内法管辖,并按照纽约州州内法解释,不考虑其法律选择原则。 本协议双方均不可撤销地接受纽约州纽约县法院和美国纽约南区地方法院的专属管辖,以审理与本协议及本协议拟进行的交易有关或因本协议及本协议拟进行的交易而引起的任何诉讼、行动、程序或判决。与任何此类诉讼、行动或程序有关的法律程序文件可在世界任何地方通过与本协议规定的发出通知相同的方法送达本协议各方。本协议各方不可撤销地同意任何此类法院对任何此类诉讼、行动或程序拥有管辖权,并同意将审判地点设在此类法院。本协议各方不可撤销地放弃对在此类法院提起的任何此类诉讼、行动或程序的审判地提出的任何异议,并不可撤销地放弃关于在任何此类法院提起的任何此类诉讼、行动或程序的审判地不方便的任何主张。本协议各方均放弃在与本协议及由本协议拟进行的交易产生的其他交易文件有关的任何诉讼中要求由陪审团进行审判的任何权利,并且本协议各方均不得就本协议及由本协议拟进行的交易产生的其他交易文件要求由陪审团进行审判。

Appears in 1 contract

Samples: Subscription Agreement (Pop Culture Group Co., LTD)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, Texas without reference regard to the choice of law provisions thereof other than those giving effect to this choice principles thereof. Each of law. The Company and, by accepting this Warrant, the Warrantholder, each parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of Texas located in Hxxxxx County and the United States District Court for the Southern District of Texas and the courts of the State of New York located in the City of New York County York, Borough of Manhattan, and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this WarrantAgreement. The Company and, by accepting this Warrant, Each of the Warrantholder, each parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Appears in 1 contract

Samples: Unit Purchase Agreement (Opexa Therapeutics, Inc.)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without reference York applicable to agreements made and to be performed entirely within the State of New York (except to the choice extent the provisions of law provisions thereof other than those giving effect the California Corporations Code would be mandatorily applicable to this choice the issuance of law. The Company and, by accepting this Warrantthe Shares, the WarrantholderConversion Shares, each the Warrants or the Warrant Shares). Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this WarrantAgreement. The Company and, by accepting this Warrant, Each of the Warrantholder, each parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. TO THE EXTENT ALLOWABLE UNDER APPLICABLE LAW, EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Appears in 1 contract

Samples: Purchase Agreement (Overland Storage Inc)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, York without reference regard to the choice of law provisions thereof other than those giving effect to this choice principles thereof. Each of law. The Company and, by accepting this Warrant, the Warrantholder, each parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant Agreement and the transactions transaction contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this WarrantAgreement. The Company and, by accepting this Warrant, Each of the Warrantholder, each parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS ARISING OUT OF THE TRANSACTION CONTEMPLATED HEREBY AND THEREBY AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.. 适用法律;同意司法管辖区;放弃陪审团审判。无论纽约州法律对法律选择的原则有何规定,本协议均应受到美国纽约州的内部法律的管辖并根据该法律进行解释。对于和本协议或根据本协议拟进行的交易相关的或由此引起的任何诉讼、程序或判决,本协议的任一方在此均不可撤销地服从于位于纽约郡的纽约州法院和纽约南区美国联邦区法院的专属管辖。与这些诉讼、程序或判决有关的程序的递送可以按照本协议通知部分列出的相同方式递送给世界上任何地方的相关当事人。协议双方在此不可撤销地同意在上文所述的程序中上述法院的司法管辖权和审判地。协议双方在此不可撤销地放弃任何对在上文所述的程序中上述法院的审判地的反对意见和任何关于上述程序由上述法院进行审理的不方便性的声明。协议双方在此放弃在任何有关此协议和其他根据此协议拟进行的交易中所得的文件的诉讼中要求陪审团审判的权利,并表示在放弃权利前已向律师特别咨询。

Appears in 1 contract

Samples: Subscription Agreement (China Liberal Education Holdings LTD)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, York without reference regard to the choice of law provisions thereof other than those giving effect to this choice principles thereof. Each of law. The Company and, by accepting this Warrant, the Warrantholder, each parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this WarrantAgreement. The Company and, by accepting this Warrant, Each of the Warrantholder, each parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.. 适用法律;同意司法管辖区;放弃陪审团审判。无论纽约州法律对法律选择的原则有何规定,本协议均应受到美国纽约州的内部法律的管辖并根据该法律进行解释。对于和本协议或根据本协议拟进行的交易相关的或由此引起的任何诉讼、程序或判决,本协议的任一方在此均不可撤销地服从于位于纽约郡的纽约州法院和纽约南区美国联邦区法院的专属管辖。与这些诉讼、程序或判决有关的程序的递送可以按照本协议通知部分列出的相同方式递送给世界上任何地方的相关当事人。协议双方在此不可撤销地同意在上文所述的程序中上述法院的司法管辖权和审判地。协议双方在此不可撤销地放弃任何对在上文所述的 程序中上述法院的审判地的反对意见和任何关于上述程序由上述法院进行审理的不方便性的声明。协议双方在此放弃在任何有关此协议和其他根据此协议拟进行的交易中所得的文件的诉讼中要求陪审团审判的权利,并表示在放弃权利前已向律师特别咨询。

Appears in 1 contract

Samples: Subscription Agreement (Cn Energy Group. Inc.)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant shall be governed by, and construed in accordance with, the internal laws of the State of New York, without reference to the choice of law provisions thereof other than those giving effect to this choice of lawthereof. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.. 138358.00102/7094150v.1

Appears in 1 contract

Samples: Warrant Agreement (Ceelox Inc.)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Warrant Agreement and the negotiation, execution, performance or nonperformance, interpretation, termination, construction and all matters based upon, arising out of or related to this Agreement, whether arising in law or in equity (collectively, the “Covered Matters”), and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to the Covered Matters, shall be governed by, and construed in accordance with, by the internal laws of the State of New York, Delaware without reference giving effect to the choice of law provisions thereof other than those giving effect thereof. All recording matters relating to the conveyance of each parcel of Owned Real Property will be conducted in conformity with the applicable requirements of local law governing the location of such parcel. (b) All Actions arising out of or relating to this choice of law. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably submits to the exclusive jurisdiction of Agreement shall be heard and determined exclusively in the courts of the State of New York located in the City of New York County and York, Borough of Manhattan, or of the United States District Court of America for the Southern District of New York for York, and the purpose parties hereto hereby irrevocably submit to the exclusive jurisdiction of such courts (and, in the case of appeals, appropriate appellate courts therefrom) in any such Action and irrevocably waive the defense of an inconvenient forum to the maintenance of any suit, action, proceeding such action or judgment relating proceeding. The consents to or arising out of jurisdiction set forth in this Warrant and the transactions contemplated hereby. Service Section 11.9 shall not constitute general consents to service of process in connection with the State of New York and shall have no effect for any such suit, action or proceeding may purpose except as provided in this Section 11.9 and shall not be served deemed to confer rights on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrantany third party. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of any such court parties hereto agree that a final judgment in any such suit, action Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER other manner provided by applicable law. (c) BUYER AND SELLER HEREBY WAIVES ANY IRREVOCABLY WAIVE ALL RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS WARRANT AGREEMENT OR THE ACTIONS OF BUYER OR SELLER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS ENFORCEMENT HEREOF, INCLUDING BUT NOT LIMITED TO THIS WAIVERANY DISPUTE ARISING OUT OF OR RELATING TO THE PERFORMANCE THEREOF.

Appears in 1 contract

Samples: Asset Purchase Agreement (Scripps E W Co /De)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without reference York applicable to agreements made and to be performed entirely within the State of New York (except to the choice extent the provisions of law provisions thereof other than those giving effect the Business Corporations Act (Ontario) would be mandatorily applicable to this choice the issuance of law. The Company and, by accepting this Warrantthe Shares, the WarrantholderWarrants, each the Warrant Shares or the additional Common Shares issued pursuant to Section 3.2). Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this WarrantAgreement. The Company and, by accepting this Warrant, Each of the Warrantholder, each parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. TO THE EXTENT ALLOWABLE UNDER APPLICABLE LAW, EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Appears in 1 contract

Samples: Purchase Agreement (Sphere 3D Corp)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without reference York applicable to agreements made and to be performed entirely within the State of New York (except to the choice extent the provisions of law provisions thereof other than those giving effect the Business Corporations Act (Ontario) would be mandatorily applicable to this choice the issuance of law. The Company and, by accepting this Warrantthe Shares, the Warrantholder, each Warrants or the Warrant Shares). Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this WarrantAgreement. The Company and, by accepting this Warrant, Each of the Warrantholder, each parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. TO THE EXTENT ALLOWABLE UNDER APPLICABLE LAW, EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Appears in 1 contract

Samples: Subscription Agreement (Sphere 3D Corp)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant shall be governed by, by and construed in accordance with, under the internal laws of the State of New YorkNevada as applied to agreements among Nevada residents, without reference made and to be performed entirely within the choice State of law provisions thereof other than those giving effect to this choice of lawNevada. The Company and, by accepting this Warrant, the WarrantholderHolder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of New York Nevada located in New York Xxxxx County and the United States District Court for the Southern District of New York Nevada for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the WarrantholderHolder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the WarrantholderHolder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Appears in 1 contract

Samples: Warrant Agreement (Empowered Products, Inc.)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, York without reference regard to the choice of law provisions principles thereof (other than those giving effect to this choice sections 5-1401 and 5-1402 of lawthe General Obligations of Law). The Company and, by accepting this Warrant, Each of the Warrantholder, each parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suitsuits, action, proceeding or judgment judgement relating to or arising out of this Warrant Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this WarrantAgreement. The Company and, by accepting this Warrant, Each of the Warrantholder, each parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any suit, action or proceeding. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Appears in 1 contract

Samples: Securities Purchase Agreement (Karyopharm Therapeutics Inc.)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant shall be governed by, and construed in accordance with, the internal laws of the State of New YorkMassachusetts, without reference to the choice of law provisions thereof other than those giving effect to this choice of lawthereof. The Company and, by accepting this Warrant, the WarrantholderHolder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for sitting in the Southern District state of New York Massachusetts for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the WarrantholderHolder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the WarrantholderHolder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Appears in 1 contract

Samples: Employment Agreement (BTHC X Inc)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant shall be governed by(a) THIS INDENTURE SUPPLEMENT WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Back to Contents (b) Each party hereto hereby consents and construed agrees that the state or federal courts located in accordance with, the internal laws Borough of the State of New York, without reference to the choice of law provisions thereof other than those giving effect to this choice of law. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located Manhattan in New York County City shall have exclusive jurisdiction to hear and determine any claims or disputes between them pertaining to this Indenture Supplement or to any matter arising out of or relating to this Indenture Supplement; provided, that each party hereto acknowledges that any appeals from those courts may have to be heard by a court located outside of the Borough of Manhattan in New York City; provided, further, that nothing in this Indenture Supplement shall be deemed or operate to preclude the Indenture Trustee from bringing suit or taking other legal action in any other jurisdiction to realize on the Receivables or any security for the obligations of the Issuer arising hereunder or to enforce a judgment or other court order in favor of the Indenture Trustee. Each party hereto submits and consents in advance to such jurisdiction in any action or suite commenced in any such court, and each party hereto hereby waives any objection that such party may have based upon lack of personal jurisdiction, improper venue or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Each party hereto hereby waives personal service of the summons, complaint and other process issued in any such action or suit and agrees that service of such summons, complaint, and other process may be made by registered or certified mail addressed to such party at its address, and that service so made shall be deemed completed upon the earlier of such party’s actual receipt thereof or three (3) days after deposit in the United States District Court for mail, proper postage prepaid. Nothing in this Section 1.02 shall affect the Southern District of New York for the purpose right of any suit, action, proceeding or judgment relating party hereto to or arising out of this Warrant and the transactions contemplated hereby. Service of serve legal process in connection with any such suitother manner permitted by law. (c) BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this WarrantTHE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. The Company andTHEREFORE, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH TO ACHIEVE THE BEST COMBINATION OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOFBENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT PARTIES HERETO WAIVE ALL RIGHTS TO REQUEST A TRIAL BY JURY IN ANY LITIGATION ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, OR CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVERINDENTURE SUPPLEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Appears in 1 contract

Samples: Indenture Supplement (Barclays Dryrock Funding LLC)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, by and construed and enforced in accordance with, with the internal laws of the State of New York, without reference regard to the choice principles of conflicts of law provisions thereof other than those giving effect to thereof. Each party agrees that all Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this choice of lawAgreement (whether brought against a party hereto or its respective Affiliates, employees or agents) shall be commenced exclusively in the New York Courts. The Company and, by accepting this Warrant, the Warrantholder, each Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court Courts for the Southern District of New York for the purpose adjudication of any suit, action, proceeding dispute hereunder or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection herewith or with any such suittransaction contemplated hereby or discussed herein, action or proceeding may be served on each party hereto anywhere and hereby irrevocably waives, and agrees not to assert in the world by the same methods as are specified for the giving of notices under this Warrant. The Company andany Proceeding., by accepting this Warrant, the Warrantholder, each irrevocably consents any claim that it is not personally subject to the jurisdiction of any such court New York Court, or that such Proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action Proceeding by mailing a copy thereof via registered or proceeding certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought limit in any such court has been brought way any right to serve process in an inconvenient forumany manner permitted by law. EACH OF PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE COMPANY ANDFULLEST EXTENT PERMITTED BY APPLICABLE LAW, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY AND ALL RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.AGREEMENT OR THE TRANSACTIONS

Appears in 1 contract

Samples: Securities Purchase Agreement (FriendFinder Networks Inc.)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, York without reference regard to the choice of law provisions thereof other than those giving effect to this choice principles thereof. Each of law. The Company and, by accepting this Warrant, the Warrantholder, each parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County County, and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant Agreement and the transactions contemplated herebyhereby (each, a “Related Proceeding”). Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this WarrantAgreement. The Company and, by accepting this Warrant, Each of the Warrantholder, each parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Appears in 1 contract

Samples: Registration Rights Agreement (Advaxis, Inc.)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant shall The validity, interpretation and effect of this Agreement are governed by and will be governed by, and construed in accordance with, with the internal laws of the State of New York, York without reference regard to the choice conflicts of law provisions thereof doctrines that would result in the application of any law other than those giving effect to this choice the law of lawthe State of New York. The Company and, by accepting this Warrant, the Warrantholder, each Each of Assignor and Assignee hereby irrevocably submits and unconditionally consents to the exclusive jurisdiction of the courts Court of Chancery of the State of New York located Delaware (or, if such court lacks subject matter jurisdiction, in New York County and the United States District Court for or the Southern District of New York Delaware) for the purpose of any suit, action, suit or proceeding or judgment relating to or arising out of this Warrant or related hereto. Each of Assignor and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Warrantholder, each Assignee further hereby irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably unconditionally waives any objection to the laying of venue of any such suitaction, action suit or proceeding brought arising out of or relating to this Agreement in such courts courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any claim such court that any such suitaction, action suit or proceeding brought in any such court has been brought in an any inconvenient forum. EACH OF THE COMPANY ANDASSIGNOR AND ASSIGNEE HEREBY KNOWINGLY, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT (TO REQUEST THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) TO A TRIAL BY JURY IN OF ANY LITIGATION WITH RESPECT TO DISPUTE ARISING OUT OF, UNDER OR RELATING TO, THIS WARRANT AGREEMENT AND REPRESENTS AGREES THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY

Appears in 1 contract

Samples: Assignment and Assumption Agreement (Ikonics Corp)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant Agreement shall be governed by, by and construed in accordance with, with the internal laws of the State of New York, California without reference to the choice of law provisions thereof other than those giving effect to provisions relating to conflicts of law to the extent the application of the laws of another jurisdiction would be required thereby. If a Purchaser shall commence a proceeding against the Company, or if the Company shall commence a proceeding against a Purchaser, to enforce any provisions of this choice Agreement, then the prevailing party in such proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of lawsuch proceeding. The Company and, by accepting this Warrant, Each of the Warrantholder, each parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York California located in New York Orange County and the United States District Court for the Southern District of New York California for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this WarrantAgreement. The Company and, by accepting this Warrant, Each of the Warrantholder, each parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Appears in 1 contract

Samples: Registration Rights Agreement (Seracare Life Sciences Inc)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant shall be governed byTHIS AGREEMENT SHALL BE GOVERNED BY, and construed in accordance withAND CONSTRUED IN ACCORDANCE WITH, the internal laws THE LAWS OF THE STATE OF DELAWARE (WITHOUT GIVING EFFECT TO CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE). With respect to any Proceeding arising out of or relating to this Agreement, each of the State of New York, without reference to the choice of law provisions thereof other than those giving effect to this choice of law. The Company and, by accepting this Warrant, the Warrantholder, each Parties hereby irrevocably (a) submits to the exclusive jurisdiction of the courts Court of Chancery of the State of New York located in New York County Delaware and the United States District Court for the Southern District of New York Delaware and the appellate courts therefrom (the “Selected Courts”) and waives any objection to venue being laid in the Selected Courts whether based on the grounds of forum non conveniens or otherwise and hereby agrees not to commence any such Proceeding other than before one of the Selected Courts; provided that a Party may commence any Proceeding in a court other than a Selected Court solely for the purpose of any suit, action, proceeding enforcing an order or judgment relating issued by one of the Selected Courts; (b) consents to or arising out of this Warrant and the transactions contemplated hereby. Service service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world Proceeding by the same methods as are specified for mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized international express carrier or delivery service, to their respective addresses referred to in Section 8(d) hereof; provided that nothing herein shall affect the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction right of any such court Party hereto to serve process in any such suitother manner permitted by law; and (c) TO THE FULLEST EXTENT PERMITTED BY LAW, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY AND ALL RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVERAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Appears in 1 contract

Samples: Registration Rights Agreement (LandBridge Co LLC)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant Purchase Note shall be governed by, and construed in accordance with, the internal laws of the State of New YorkIllinois, without reference to the choice of law provisions thereof other than those giving effect to this choice of lawthereof. The Company and, by accepting this WarrantPurchase Note, the WarrantholderInvestor, each irrevocably submits to the exclusive jurisdiction of the courts of the State of New York Illinois located in New York Xxxx County and the any United States District Court for the Southern Northern District of New York Illinois for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant Purchase Note and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this WarrantPurchase Note. The Company and, by accepting this WarrantPurchase Note, the WarrantholderInvestor, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this WarrantPurchase Note, the WarrantholderInvestor, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Appears in 1 contract

Samples: Secured Purchase Note (Drinks Americas Holdings, LTD)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant (a) The parties agree that this Agreement shall be governed by, by and construed in all respects in accordance with, with the internal laws Laws of the State of New York, Arkansas without reference regard to the conflict of Laws or choice of law provisions thereof other than those giving effect Law principles that might otherwise refer construction or interpretation of this Agreement to the substantive Law of another jurisdiction. (b) Each party agrees that it will bring any action or proceeding in respect of any claim arising out of or related to this choice Agreement or the transactions contemplated hereby exclusively in any federal or state court of law. The Company competent jurisdiction located in the State of Arkansas (the “Chosen Courts”), and, by accepting solely in connection with claims arising under this WarrantAgreement or the transactions that are the subject of this Agreement, the Warrantholder, each (i) irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suitChosen Courts, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably (ii) waives any objection to the laying of venue of in any such suit, action or proceeding brought in such courts and irrevocably the Chosen Courts, (iii) waives any claim objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party and (iv) agrees that service of process upon such party in any such suit, action or proceeding brought will be effective if notice is given in any such court has been brought in an inconvenient forum. accordance with Section 5.3. (c) EACH OF PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE COMPANY ANDFULLEST EXTENT PERMITTED BY APPLICABLE LAW, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO REQUEST A TRIAL BY JURY IN RESPECT OF ANY LITIGATION WITH RESPECT SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS WARRANT AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND REPRESENTS ACKNOWLEDGES THAT: (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT COUNSEL SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN CONSULTED SPECIFICALLY AS INDUCED TO ENTER INTO THIS WAIVERAGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.7.

Appears in 1 contract

Samples: Support and Non Competition Agreement (Simmons First National Corp)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Warrant Agreement and all disputes or controversies arising out of or relating to this Agreement shall be governed by, by and construed in accordance with, with the internal laws Laws of the State of New YorkDelaware, without reference regard to the choice conflicts‑of‑law principles of law provisions thereof other than those giving effect to this choice such State. (b) Each of law. The Company and, by accepting this Warrant, the Warrantholder, each Parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the courts Delaware Court of Chancery (and if the Delaware Court of Chancery shall be unavailable, any Delaware State court and the Federal court of the United States of America sitting in the State of New York located in New York County and the United States District Court Delaware) for the Southern District of New York for the purpose purposes of any suit, action, action or other proceeding or judgment relating to or arising out of this Warrant and the transactions Agreement or any transaction contemplated hereby, whether in law or in equity, whether in contract or in tort or otherwise (and agrees that no such action, suit or proceeding relating to this Agreement shall be brought by it or any of its subsidiaries except in such courts). Service Each of the Parties further agrees that, to the fullest extent permitted by Applicable Law, service of any process, summons, notice or document by U.S. registered mail to such Person’s respective address set forth above shall be effective service of process in connection with for any such suitaction, action suit or proceeding may be served on each party hereto anywhere in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth above in the world by immediately preceding sentence. Each of the same methods as are specified for the giving of notices under this Warrant. The Company andParties hereto irrevocably and unconditionally waives (and agrees not to plead or claim), by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suitaction, action suit or proceeding brought arising out of this Agreement, whether in such courts law or in equity, whether in contract or in tort or otherwise, in the Delaware Court of Chancery (and irrevocably waives if the Delaware Court of Chancery shall be unavailable, in any claim Delaware State court or the Federal court of the United States of America sitting in the State of Delaware) or that any such suitaction, action suit or proceeding brought in any such court has been brought in an inconvenient forum. . (c) EACH OF THE COMPANY ANDPARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO REQUEST A TRIAL BY JURY IN RESPECT OF ANY LITIGATION WITH RESPECT DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS WARRANT AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, INCLUDING, BUT NOT LIMITED TO, ANY DISPUTE ARISING OUT OF OR IN ANY WAY RELATING TO THIS WAIVERANY DEBT COMMITMENT LETTER OR THE PERFORMANCE THEREOF OR ANY FINANCING CONTEMPLATED THEREBY.

Appears in 1 contract

Samples: Merger Agreement (Virtu Financial, Inc.)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant Agreement shall be governed byconstrued, and construed the legal relations between the parties hereto shall be determined, in accordance with, with the internal laws of the United States of America and the State of New YorkCalifornia, USA, as such laws apply to contracts signed and fully performed in such state without reference regard to the choice principles of law provisions thereof other than those giving effect to this choice conflicts of lawlaws thereof. The Company and, by accepting this Warrant, Each of the Warrantholder, each parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this WarrantAgreement. The Company and, by accepting this Warrant, Each of the Warrantholder, each parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. TO THE EXTENT ALLOWABLE UNDER APPLICABLE LAW, EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Appears in 1 contract

Samples: Purchase Agreement (Overland Storage Inc)

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Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant Agreement and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution, performance, validity, interpretation, construction and enforcement of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by, and construed in accordance with, by the internal laws Laws of the State of New York, York (without reference to the choice of law provisions thereof other than those giving effect to this any choice or conflict of lawLaw provision or rules (whether of the State of New York or otherwise) that would cause the application of Laws of any other jurisdiction). The Company and, by accepting this Warrant, Each of the Warrantholder, each parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this WarrantAgreement. The Company and, by accepting this Warrant, Each of the Warrantholder, each parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Appears in 1 contract

Samples: Registration Rights Agreement (National Holdings Corp)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant shall be governed by, and construed in accordance with, the internal laws of the State of New York, without reference to the choice of law provisions thereof other than those giving effect to this choice of lawthereof. The Company and, by accepting this Warrant, the WarrantholderHolder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of New York Minnesota located in New York Hennepin County and the United States District Court for the Southern District of New York Minnesota for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the WarrantholderHolder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the WarrantholderHolder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Appears in 1 contract

Samples: Security Agreement (Black Ridge Oil & Gas, Inc.)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant shall be governed byTHE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, and construed in accordance with, the internal laws THE NOTES AND THE SUBSIDIARY GUARANTEES. Each of the State of New York, without reference to the choice of law provisions thereof other than those giving effect parties to this choice of law. The Company and, by accepting this Warrant, the Warrantholder, Indenture each hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the courts Borough of Manhattan in The City of New York in any action or proceeding arising out of or relating to the Notes, the Note Guarantees or this Indenture, and all such parties hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or federal court and hereby irrevocably waive, to the fullest extent that they may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. EACH OF THE ISSUERS, THE SUBSIDIARY GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY. Each of the Subsidiary Guarantors that is not organized under the laws the United States (the “Foreign Guarantors”) (including the States thereof and the District of Columbia) hereby appoints each Issuer as the authorized agent thereof (the “Authorized Agent”) upon whom process may be served in any action, suit or proceeding arising out of or based on this Indenture or the Securities which may be instituted in the Supreme Court of the State of New York located in New York County and or the United States District Court for the Southern District of New York York, in either case in the Borough of Manhattan, The City of New York, by the Trustee or the Holder of any Notes, and to the fullest extent permitted by applicable law, the Issuers and each of the Foreign Guarantors hereby waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and irrevocably accepts and submits, for the purpose benefit of the Trustee or the Holders from time to time of the Notes, to the nonexclusive jurisdiction of any suit, such court in respect of any such action, proceeding suit or judgment relating proceeding, for itself and with respect to or arising out its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of this Warrant a successor authorized agent for such purpose, and such successor’s acceptance of such appointment, shall have occurred. Each of the transactions contemplated herebyForeign Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process in connection upon the Authorized Agent with respect to any such suitaction shall be deemed, in every respect, effective service of process upon each Foreign Guarantor. Notwithstanding the foregoing, any action against a Foreign Guarantor arising out of or proceeding based on any Notes or the Guarantees may also be served on each party hereto anywhere instituted by the Trustee or the Holder of such Notes in any court in the world by the same methods as are specified for the giving jurisdiction of notices under this Warrant. The Company andorganization of such Foreign Guarantor, by accepting this Warrant, the Warrantholder, and each irrevocably consents to Foreign Guarantor expressly accept the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such courtaction. The Company and, by accepting this Warrant, Issuers hereby accepts the Warrantholder, each irrevocably waives any objection to the laying foregoing appointments as agent for service of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVERprocess.

Appears in 1 contract

Samples: Indenture (Global Net Lease, Inc.)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant (a) Pursuant to Section 5-1401 of the General Obligations Law of the State of New York, this Amended and Restated Administrative Services Agreement shall be governed by, by and construed in accordance with, with the internal laws of the State of New York, without reference to the choice of law provisions thereof other than those giving effect . Each party to this choice of law. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably Amended and Restated Administrative Services Agreement submits to the exclusive nonexclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose and of any suit, action, proceeding or judgment relating to or New York State Court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Warrant Amended and Restated Administrative Services Agreement or the transactions contemplated herebyby this Amended and Restated Administrative Services Agreement. Service of process in connection with any such suitEach party to this Amended and Restated Administrative Services Agreement irrevocably waives, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of fullest extent permitted by law, any such court in any such suit, action or proceeding and objection which it may have to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts a court and irrevocably waives any claim that any such suit, action or proceeding brought in any such a court has been brought in an inconvenient forum. EACH OF THE COMPANY ANDEach party to this Amended and Restated Administrative Services Agreement consents to process being served in any suit, BY ITS ACCEPTANCE HEREOFaction or proceeding with respect to this Amended and Restated Administrative Services Agreement, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVERor any document delivered pursuant to this Amended and Restated Administrative Services Agreement by the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to its respective address specified at the time for notices under this Amended and Restated Administrative Services Agreement or to any other address of which it shall have given written notice to the other party. The foregoing shall not limit the ability of any party to this Amended and Restated Administrative Services Agreement to bring suit in the courts of any other jurisdiction. (b) Each of the parties irrevocably waives any and all right to a trial by jury with respect to any legal proceeding arising out of or relating to this Amended and Restated Administrative Services Agreement or any transaction contemplated hereby. Each of the parties to this Amended and Restated Administrative Services Agreement acknowledges that such waiver is made with full understanding and knowledge of the nature of the rights and benefits waived.

Appears in 1 contract

Samples: Administrative Services Agreement (Allstate Life Global Funding)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Warrant Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without reference Delaware applicable to the choice contracts executed in and to be performed in that state. All actions and proceedings arising out of law provisions thereof other than those giving effect or relating to this choice Agreement shall be heard and determined by the Delaware Court of lawChancery or a federal district court located in Delaware. The Company and, by accepting this Warrant, the Warrantholder, each and Stockholder hereby irrevocably submits and unconditionally consent to submit to the exclusive jurisdiction of the courts Delaware Court of the State of New York Chancery or a federal district court located in New York County and the United States District Court Delaware for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or litigation arising out of or relating to this Warrant Agreement and the transactions contemplated hereby. Service of process in connection with hereby (and agrees not to commence any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue litigation relating thereto except in such court. The Company and), by accepting this Warrant, the Warrantholder, each irrevocably waives waive any objection to the laying of venue of any such suitlitigation in the Delaware Court of Chancery or a federal district court located in Delaware, action agree not to plead or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding litigation brought in any such court therein has been brought in an any inconvenient forum. forum and consent to service of process in such action being given in accordance with the notice provisions hereof. (b) EACH OF THE COMPANY ANDAND STOCKHOLDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY ITS ACCEPTANCE HEREOFLAW, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A ALL RIGHTS OF TRIAL BY JURY IN ANY LITIGATION WITH RESPECT ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVERAGREEMENT.

Appears in 1 contract

Samples: Stockholder Support and Voting Agreement (ARBINET Corp)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, York without reference regard to the choice of law provisions thereof other than those giving effect to this choice principles thereof. Each of law. The Company and, by accepting this Warrant, the Warrantholder, each parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant Agreement and the transactions transaction contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this WarrantAgreement. The Company and, by accepting this Warrant, Each of the Warrantholder, each parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS ARISING OUT OF THE TRANSACTION CONTEMPLATED HEREBY AND THEREBY AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.. 适用法律;同意司法管辖区;放弃陪审团审判。无论纽约州法律对法律选 择的原则有何规定,本协议均应受到美国纽约州的内部法律的管辖并根据该法律进 行解释。对于和本协议或根据本协议拟进行的交易相关的或由此引起的任何诉讼、 程序或判决,本协议的任一方在此均不可撤销地服从于位于纽约郡的纽约州法院和 纽约南区美国联邦区法院的专属管辖。与这些诉讼、程序或判决有关的程序的递送 可以按照本协议通知部分列出的相同方式递送给世界上任何地方的相关当事人。协 议双方在此不可撤销地同意在上文所述的程序中上述法院的司法管辖权和审判地。 协议双方在此不可撤销地放弃任何对在上文所述的程序中上述法院的审判地的反对 意见和任何关于上述程序由上述法院进行审理的不方便性的声明。协议双方在此放 弃在任何有关此协议和其他根据此协议拟进行的交易中所得的文件的诉讼中要求陪 审团审判的权利,并表示在放弃权利前已向律师特别咨询。

Appears in 1 contract

Samples: Subscription Agreement (China Liberal Education Holdings LTD)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Warrant shall Indenture Supplement will be governed by, and construed in accordance with, with and governed by the internal laws of the State of New York, including Section 5-1401 of the General Obligations Law, without reference to the choice its conflict of law provisions thereof other than those giving effect to this choice of law. The Company andand the obligations, by accepting this Warrantrights, the Warrantholder, each irrevocably submits to the exclusive jurisdiction and remedies of the parties hereunder shall be determined in accordance with such laws. (b) Each party hereto hereby consents and agrees that the state or federal courts located in the Borough of the State of New York located Manhattan in New York County City shall have exclusive jurisdiction to hear and determine any claims or disputes between them pertaining to this Indenture Supplement or to any matter arising out of or relating to this Indenture Supplement; provided, that each party hereto acknowledges that any appeals from those courts may have to be heard by a court located outside of the Borough of Manhattan in New York City; provided, further, that nothing in this Indenture Supplement shall be deemed or operate to preclude the Indenture Trustee from bringing suit or taking other legal action in any other jurisdiction to realize on the Receivables or any security for the obligations of the Issuer arising hereunder or to enforce a judgment or other court order in favor of the Indenture Trustee. Each party hereto submits and consents in advance to such jurisdiction in any action or suite commenced in any such court, and each party hereto hereby waives any objection that such party may have based upon lack of personal jurisdiction, improper venue or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Each party hereto hereby waives personal service of the summons, complaint and other process issued in any such action or suit and agrees that service of such summons, complaint, and other process may be made by registered or certified mail addressed to such party at its address, and that service so made shall be deemed completed upon the earlier of such party’s actual receipt thereof or three (3) days after deposit in the United States District Court for mail, proper postage prepaid. Nothing in this Back to Contents Section 1. 02 shall affect the Southern District of New York for the purpose right of any party hereto to serve legal process in any other manner permitted by law. (c) Because disputes arising in connection with complex financial transactions are most quickly and economically resolved by an experienced and expert person and the parties wish applicable state and federal laws to apply (rather than arbitration rules), the parties desire that their disputes be resolved by a judge applying such applicable laws. Therefore, to achieve the best combination of the benefits of the judicial system and of arbitration, the parties hereto waive all rights to trial by jury in any action, suit, actionor proceeding brought to resolve any dispute, proceeding whether sounding in contract, tort or judgment relating to or otherwise, arising out of of, or connection with, related to, or incidental to the relationship established among them in connection with this Warrant and Indenture Supplement or the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Appears in 1 contract

Samples: Indenture Supplement (Dryrock Issuance Trust)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant Agreement and the Note issued and sold hereunder shall be governed by, by and construed in accordance with, with the internal laws of the State of New York, without reference to the choice laws thereof regarding conflicts of law provisions thereof other than those giving effect to this choice laws. Each of law. The Company and, by accepting this Warrant, the Warrantholder, each parties hereto submits irrevocably submits to the non-exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York, any court in the State of New York for located in the purpose Borough of Manhattan, City of New York, and any appellate court from any thereof, in any action, suit or proceeding brought against it and related to or in connection with this Agreement, the Note, or the transactions contemplated thereby. To the extent permitted by applicable law, each party hereto hereby waives and agrees not to assert by way of motion, as a defense or otherwise in any suit, actionaction or proceeding, proceeding or judgment relating any claim that it is not personally subject to or arising out the jurisdiction of this Warrant and such courts, that the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere is brought in an inconvenient forum, that the world by venue of the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting is improper or that this WarrantAgreement, the WarrantholderNote or the subject matter hereof or thereof may not be litigated in or by such courts. THE BORROWER AND THE LENDER MUTUALLY HEREBY KNOWINGLY, each irrevocably waives any objection to the laying of venue of any such suitVOLUNTARILY, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF AND INTENTIONALLY WAIVE THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY JURY, AND THE BORROWER WAIVES THE RIGHT TO INTERPOSE ANY SET-OFF OR COUNTERCLAIM, IN ANY LITIGATION IN RESPECT OF ANY CLAIM BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH RESPECT THIS AGREEMENT, THE NOTE OR ANY OTHER LOAN DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS WARRANT WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR THE LENDER TO ACCEPT THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS THE NOTE AND EXTEND CREDIT TO THIS WAIVERTHE BORROWER.

Appears in 1 contract

Samples: Credit and Security Agreement (Computer Outsourcing Services Inc)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. a. This Warrant Amendment and all claims and causes of action hereunder shall be governed by, by and construed in accordance with, with the internal laws of the State of New YorkDelaware, without reference regard to the choice conflicts of law provisions thereof other than those giving effect to this choice rules of law. The Company and, by accepting this Warrant, such State. b. Each of the Warrantholder, each Parties irrevocably submits to the exclusive jurisdiction of the courts Court of Chancery of the State of New York located in New York County and the United States District Court Delaware for the Southern District of New York for the purpose purposes of any suit, action, action or other proceeding or judgment relating to or arising out of or related to this Warrant and Amendment, the transactions other agreements contemplated hereby. Service hereby or any transaction contemplated hereby (or, solely if the Court of process in connection with Chancery of the State of Delaware declines to accept jurisdiction over any such suit, action or other proceeding, any state or federal court within the State of Delaware) (the “Chosen Court”). Each of the Parties agrees to commence any action, suit or proceeding may be served on each party relating hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents applicable Chosen Court pursuant to the jurisdiction immediately preceding sentence. Each of any such court in any such suit, action or proceeding the Parties irrevocably and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably unconditionally waives any objection to the laying of venue of any such suitaction, action suit or proceeding brought arising out of or related to this Amendment or the transactions contemplated hereby in the applicable Chosen Court, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such courts and irrevocably waives any claim court that any such suitaction, action suit or proceeding brought in any such court has been brought in an inconvenient forum. Each of the Parties irrevocably waives any objections or immunities to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or relating to this Amendment or the transactions contemplated hereby which is instituted in any such court. Notwithstanding the foregoing, the Parties agree that a final trial court judgment in any such suit, action or other proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law; provided, however, that nothing in the foregoing shall restrict any Party’s rights to seek any post-judgment relief regarding, or any appeal from, such final trial court judgment. Each of the Parties agrees that service of process, summons, notice or document by registered mail addressed to it at the addresses set forth in the Tax Receivable Agreement be effective service of process for any suit, action or proceeding brought in any such court. c. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVERAMENDMENT, THE MERGER, THE MERGER AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Appears in 1 contract

Samples: Tax Receivable Agreement (EVO Payments, Inc.)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant shall be governed by(a) THIS INDENTURE SUPPLEMENT WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each party hereto hereby consents and construed agrees that the state or federal courts located in accordance with, the internal laws Borough of the State of New York, without reference to the choice of law provisions thereof other than those giving effect to this choice of law. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located Manhattan in New York County City shall have exclusive jurisdiction to hear and determine any claims or disputes between them pertaining to this Indenture Supplement or to any matter arising out of or relating to this Indenture Supplement; provided, that each party hereto acknowledges that any appeals from those courts may have to be heard by a court located outside of the Borough of Manhattan in New York City; provided, further, that nothing in this Indenture Supplement shall be deemed or operate to preclude the Indenture Trustee from bringing suit or taking other legal action in any other jurisdiction to realize on the Receivables or any security for the obligations of the Issuer arising hereunder or to enforce a judgment or other court order in favor of the Indenture Trustee. Each party hereto submits and consents in advance to such jurisdiction in any action or suite commenced in any such court, and each party hereto hereby waives any objection that such party may have based upon lack of personal jurisdiction, improper venue or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Each party hereto hereby waives personal service of the summons, complaint and other process issued in any such action or suit and agrees that service of such summons, complaint, and other process may be made by registered or certified mail addressed to such party at its address, and that service so made shall be deemed completed upon the earlier of such party’s actual receipt thereof or three (3) days after deposit in the United States District Court for mail, proper postage prepaid. Nothing in this Section 1.02 shall affect the Southern District of New York for the purpose right of any suit, action, proceeding or judgment relating party hereto to or arising out of this Warrant and the transactions contemplated hereby. Service of serve legal process in connection with any such suitother manner permitted by law. (c) BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this WarrantTHE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. The Company andTHEREFORE, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH TO ACHIEVE THE BEST COMBINATION OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOFBENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT PARTIES HERETO WAIVE ALL RIGHTS TO REQUEST A TRIAL BY JURY IN ANY LITIGATION ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, OR CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVERINDENTURE SUPPLEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Appears in 1 contract

Samples: Indenture Supplement (Barclays Dryrock Funding LLC)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, York without reference regard to the choice of law provisions thereof other than those giving effect to this choice principles thereof. Each of law. The Company and, by accepting this Warrant, the Warrantholder, each parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York, New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this WarrantAgreement. The Company and, by accepting this Warrant, Each of the Warrantholder, each parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.. 适用法律;同意司法管辖区;放弃陪审团审判。无论纽约州法律对法律选择的原则有何规定,本协议均应受到美国纽约州的内部法律的管辖并根据该法律进行解释。对于和本协议或根据本协议拟进行的交易相关的或由此引起的任何诉讼、程序或判决,本协议的任一方在此均不可撤销地服从于位于纽约郡的纽约州法院和纽约南区美国联邦区法院的专属管辖。与这些诉讼、程序或判决有关的程序的递送可以按照本协议通知部分列出的相同方式递送给世界上任何地方的相关当事人。协议双方在此不可撤销地同意在上文所述的程序中上述法院的司法管辖权和审判地。协议双方在此不可撤销地放弃任何对在上文所述的程序中上述法院的审判地的反对意见和任何关于上述程序由上述法院进行审理的不方便性的声明。协议双方在此放弃在任何有关此协议和其他根据此协议拟进行的交易中所得的文件的诉讼中要求陪审团审判的权利,并表示在放弃权利前已向律师特别咨询。

Appears in 1 contract

Samples: Share Issuance Agreement (Shineco, Inc.)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant shall be governed by, and construed in accordance with, the internal laws of the State of New York. To the maximum extent permitted under applicable law, without reference to the choice of law provisions thereof other than those giving effect to this choice of law. The Company and, by accepting this Warrant, the WarrantholderHolder, each (i) irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service , (ii) agrees that service of process in connection with any such suit, action or proceeding may be served on each party hereto it anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Warrantholder, each (iii) irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each court and (iv) irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Appears in 1 contract

Samples: Warrant Agreement (Capstone Turbine Corp)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant shall be governed by, and construed in accordance with, the internal laws of the State of New York applicable to agreements made and to be performed entirely within the State of New York, without reference to the choice of law provisions thereof other than those giving effect to this choice of law. The Company and, by accepting this Warrant, the WarrantholderHolder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the WarrantholderHolder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the WarrantholderHolder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. TO THE EXTENT ALLOWABLE UNDER APPLICABLE LAW, EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Appears in 1 contract

Samples: Warrant Agreement (Precision Optics Corporation, Inc.)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant shall be governed by, and construed in accordance with, the internal laws of the State of New York, without reference to the choice of law provisions thereof other than those giving effect to this choice of lawthereof. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS AND WARRANTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Appears in 1 contract

Samples: Securities Purchase Agreement (Wabash National Corp /De)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant (a) All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement or the Transactions shall be governed by, by and construed in accordance with, with the internal laws of the State of New YorkDelaware, without reference regard to its rules of conflict of laws. (b) Each of the Parties hereby irrevocably and unconditionally (i) consents to submit to the choice of law provisions thereof other than those giving effect to this choice of law. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably submits to the sole and exclusive jurisdiction of the courts Court of Chancery of the State of New York Delaware and any federal court located in New York County and the United States District Court State of Delaware for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or Proceeding arising out of or relating to this Warrant Agreement or the negotiation, validity or performance of this Agreement or the Transactions provided, that if (and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of only after) any such court determines that it lacks subject matter jurisdiction over any such Proceeding, such Proceeding shall be brought in any such suit, action or proceeding and to state court of the laying State of venue Delaware having subject matter jurisdiction (in such court. The Company and, by accepting this Warrantorder, the Warrantholder“Chosen Courts”), each irrevocably (ii) waives any objection to the laying of venue of any such suitProceeding in the Chosen Courts, action (iii) agrees not to plead or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any Chosen Court that such court Proceeding brought therein has been brought in an any inconvenient forumforum and (iv) agrees not to commence any such Proceeding other than before one of the Chosen Courts. Each Party agrees that a final, non-appealable judgment in any Proceeding so brought shall be conclusive and may be enforced by suit on the judgment in any court of competent jurisdiction, or in any other manner provided by applicable Law. (c) EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER PARTY HEREBY IRREVOCABLY WAIVES ANY ALL RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS WARRANT AGREEMENT OR THE ACTIONS OF ANY OTHER PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVERENFORCEMENT HEREOF.

Appears in 1 contract

Samples: Asset Purchase Agreement (GPB Holdings II, LP)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Warrant Agreement, the legal relations among the parties hereunder and the adjudication and the enforcement thereof, shall in all respects be governed by, and interpreted and construed in accordance with, the internal Laws (excluding conflict of laws rules and principles) of the State of New YorkYork applicable to agreements made and to be performed entirely within such State, without reference to including all matters of construction, validity and performance. (b) Each of the choice of law provisions thereof other than those giving effect to this choice of law. The Company and, by accepting this Warrant, the Warrantholder, each parties irrevocably submits to the exclusive jurisdiction of the courts Supreme Court of the State of New York located in York, New York County and the United States District Court County, for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or Proceeding arising out of this Warrant and the transactions Agreement or any transaction contemplated hereby. Service To the extent that service of process in connection with any such suitby mail is permitted by Applicable Law, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction service of process in any Proceeding in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. Nothing herein shall affect the right of any such court Person to serve process in any such suit, action or proceeding other manner permitted by Law. Each of the parties irrevocably and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably unconditionally waives any objection to the laying of venue of any Proceeding arising out of this Agreement or the transactions contemplated hereby in the Supreme Court of the State of New York, New York County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such suit, action or proceeding brought in such courts and irrevocably waives any claim court that any such suit, action or proceeding Proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER AGREEMENT ENTERED INTO IN CONNECTION THEREWITH AND FOR ANY COUNTERCLAIM WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVERTHERETO.

Appears in 1 contract

Samples: Consent and Rofo Agreement (Pattern Energy Group Inc.)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, by and construed and enforced in accordance with, with the internal laws of the State of New York, without reference regard to the choice principles of conflicts of law provisions thereof thereof. Each party agrees that all Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other than those giving effect to this choice of lawTransaction Documents (whether brought against a party hereto or its respective Affiliates, employees or agents) shall be commenced exclusively in the New York Courts. The Company and, by accepting this Warrant, the Warrantholder, each Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the courts New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of the State any of New York located the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in New York County and the United States District Court for the Southern District of New York for the purpose of any suitProceeding, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents claim that it is not personally subject to the jurisdiction of any such court New York Court, or that such Proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action Proceeding by mailing a copy thereof via registered or proceeding certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought limit in any such court has been brought way any right to serve process in an inconvenient forumany manner permitted by law. EACH OF PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE COMPANY ANDFULLEST EXTENT PERMITTED BY APPLICABLE LAW, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY AND ALL RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVERAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. If either party shall commence a Proceeding to enforce any provisions of a Transaction Document, then the prevailing party in such Proceeding shall be reimbursed by the other party for its reasonable attorneys' fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Proceeding.

Appears in 1 contract

Samples: Securities Purchase Agreement (Diversified Security Solutions Inc)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant Guaranty is intended to take effect as a sealed instrument and shall be governed by, and construed in accordance with, the internal laws of the State of New York (excluding the laws applicable to conflicts or choice of law). The Guarantor agrees that any suit for the enforcement of this Guaranty may be brought in the courts of the State of New York, without reference to the choice of law provisions thereof other than those giving effect to this choice of law. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the non‑exclusive jurisdiction of any such court and to service of process in any such suit, action or proceeding and to ’s being made upon any Guarantor by mail at the laying address set forth at the head of venue in such courtthis Guaranty. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably Guarantor hereby waives any objection that it may now or hereafter have to the laying of venue of any such suit, action suit or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been or that such suit was brought in an inconvenient forumcourt. EACH OF PARTY HERETO HEREBY WAIVES, TO THE COMPANY ANDFULLEST EXTENT PERMITTED BY APPLICABLE LAW, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS WARRANT GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREIN, THE PERFORMANCE THEREOF OR THE FINANCINGS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND REPRESENTS (B) ACKNOWLEDGES THAT COUNSEL HAS IT AND THE OTHER PARTY HERETO HAVE BEEN CONSULTED SPECIFICALLY AS INDUCED TO ENTER INTO THIS WAIVERGUARANTY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

Appears in 1 contract

Samples: Standby Equity Purchase Agreement (Envirotech Vehicles, Inc.)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant shall be governed by, and construed in accordance with, the internal laws of the State of New YorkUtah, without reference to the choice of law provisions thereof other than those giving effect to this choice of lawthereof. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of New York Utah located in New York Salt Lake County and the United States District Court for the Southern District of New York located in Salt Lake City for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Appears in 1 contract

Samples: Warrant Agreement (Nextfit, Inc.)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant Commitment Letter shall be governed by, by and construed in accordance with, with the internal laws of the State of New York, without reference to the choice of law provisions thereof other than those giving effect to this choice of law. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located without regard to principles of conflicts of law to the extent that the application of the law of another jurisdiction will be required thereby; provided that (A) the interpretation of the definition of “Company Material Adverse Effect” and whether there shall have occurred a “Company Material Adverse Effect”, (B) whether the Acquisition has been consummated as contemplated by the Acquisition Agreement and (C) whether the representations and warranties made by or with respect to the Seller or the Target or its subsidiaries in New York County the Acquisition Agreement are accurate and the United States District Court for the Southern District of New York for the purpose whether as a result of any suitinaccuracy thereof you or your affiliates have the right not to consummate the Acquisition or the right to terminate your or your affiliates’ obligations under the Acquisition Agreement, actionshall be determined in accordance with the laws of the State of Maryland, proceeding without giving effect to any choice or judgment relating to conflict of laws provision or arising out rule (whether of this Warrant and the transactions contemplated hereby. Service State of process in connection with Maryland or any such suit, action or proceeding may be served on each party hereto anywhere in other jurisdiction) that would cause the world by application of the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction laws of any such court in any such suit, action or proceeding and to jurisdiction other than the laying State of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forumMaryland. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY PARTY HERETO IRREVOCABLY WAIVES ANY RIGHT TO REQUEST TRIAL BY JURY WITH RESPECT TO ANY CLAIM, ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS COMMITMENT OR THE TRANSACTIONS OR THE MATTERS CONTEMPLATED BY THIS COMMITMENT. EACH PARTY HEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW YORK COURTS LOCATED IN THE CITY OF NEW YORK IN CONNECTION WITH ANY DISPUTE RELATED TO THIS COMMITMENT, THE TRANSACTIONS CONTEMPLATED BY THIS COMMITMENT OR ANY MATTERS RELATED TO THIS COMMITMENT. IN THE EVENT OF LITIGATION, THIS LETTER MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVERTHE COURT.

Appears in 1 contract

Samples: Senior Secured Term Loan Facility (Independence Realty Trust, Inc)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution, termination, performance or nonperformance of this Agreement, shall be governed by, by and construed in accordance with, with the internal laws of the State of New YorkYork applicable to contracts made and performed in such State, without reference regard to the choice any conflict of law provisions thereof other than those giving effect laws principles thereof. Each party hereto agrees that it shall bring any action or proceeding in respect of any claim based upon, arising out of, or related to this choice of law. The Company andagreement, by accepting this Warrant, the Warrantholder, each irrevocably submits to the exclusive jurisdiction any provision hereof or any of the courts of the State of New York located transactions contemplated hereby, in New York County and the United States District Court for the Southern District of New York for or any New York State court sitting in the purpose Borough of any suitManhattan of New York City (the “Chosen Courts”), action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process solely in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices claims arising under this Warrant. The Company and, by accepting Agreement or the transactions that are the subject of this Warrant, the Warrantholder, each Agreement (a) irrevocably consents submits to the exclusive jurisdiction of any such court in any such suitthe Chosen Courts, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably (b) waives any objection to the laying of venue of in any such suit, action or proceeding brought in such courts the Chosen Courts and irrevocably (c) waives any claim objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any such suit, action or proceeding brought party hereto. Each party hereto agrees that a judgment in any such court has been brought dispute may be enforced in an inconvenient forumother jurisdictions by suit on the judgment or in any other manner provided by law. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY PARTY HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT ACTION, MATTER OR PROCEEDING BASED UPON, ARISING OUT OF, OR RELATED TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVERAGREEMENT, ANY PROVISION HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Appears in 1 contract

Samples: Shareholders Agreement (Vantage Drilling International)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant shall be governed by, and construed in accordance with, the internal laws of the State of New York, without reference to the choice of law provisions thereof other than those giving effect to this choice of lawthereof. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably submits to the non-exclusive jurisdiction of the courts of the State of New York located in New York County the Borough of Manhattan and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Appears in 1 contract

Samples: Warrant Agreement (Rainmaker Systems Inc)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant shall be governed by, and construed in accordance with, the internal laws of the State of New YorkCalifornia, without reference to the choice of law provisions thereof other than those giving effect to this choice of lawthereof. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of New York California located in New York Los Angeles County and the United States District Court for the Southern District of New York federal courts located in Los Angeles County, California for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Appears in 1 contract

Samples: Subscription Agreement (Patient Safety Technologies, Inc)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant Purchase Note shall be governed by, and construed in accordance with, the internal laws of the State of New YorkIllinois, without reference to the choice of law provisions thereof other than those giving effect to this choice of lawthereof. The Company and, by accepting this WarrantPurchase Note, the WarrantholderInvestor, each irrevocably submits to the exclusive jurisdiction of the courts of the State of New York Illinois located in New York Cxxx County and the any United States District Court for the Southern Northern District of New York Illinois for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant Purchase Note and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this WarrantPurchase Note. The Company and, by accepting this WarrantPurchase Note, the WarrantholderInvestor, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this WarrantPurchase Note, the WarrantholderInvestor, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Appears in 1 contract

Samples: Secured Purchase Note (Global Health Ventures Inc.)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant shall Agreement will be governed by, by and construed in accordance with, with the internal laws of the State of New York, York without reference giving effect to the any choice of law provisions thereof or conflict of law provision or rule (whether of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those giving effect New York, and excluding the United Nations Convention on the International Sale of Goods. Seller and Buyer each agree and consent to this choice of law. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably submits be subject to the exclusive jurisdiction of any New York state or federal court sitting in the courts Borough of the State Manhattan of The City of New York located in New York County and waive the United States District Court for right to assert the Southern District lack of New York for the purpose of any suit, action, proceeding personal or judgment relating to subject matter jurisdiction or arising out of this Warrant and the transactions contemplated hereby. Service of process improper venue in connection with any such suit, action or proceeding may be served on each party hereto anywhere in other proceeding. In furtherance of the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Warrantholderforegoing, each irrevocably consents of the Parties (a) waives the defense of inconvenient forum, (b) agrees not to the jurisdiction commence any suit, action or other proceeding arising out of this Agreement or any transactions contemplated by this Agreement other than in any such court court, and (c) agrees that a final judgment in any such suit, action or other proceeding will be conclusive and to the laying of venue may be enforced in such court. The Company and, other jurisdictions by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action suit or proceeding brought in such courts and irrevocably waives any claim that any such suit, action judgment or proceeding brought in any such court has been brought in an inconvenient forumother manner provided by law. EACH OF THE COMPANY ANDPARTY KNOWINGLY, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO ANY SUIT OR ACTION ARISING OUT OF THIS WARRANT AND REPRESENTS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES THAT COUNSEL NONE OF THE OTHER PARTIES OR ANY OF SUCH OTHER PARTY’S REPRESENTATIVES HAS BEEN CONSULTED SPECIFICALLY REPRESENTED, EXPRESSLY OR OTHERWISE, THAT IT WOULD NOT SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL. FURTHER, EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY RELIED ON THIS WAIVER OF RIGHT TO JURY TRIAL AS A MATERIAL INDUCEMENT TO ENTER INTO THIS WAIVERAGREEMENT.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Arvinmeritor Inc)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Warrant shall Indenture Supplement will be governed by, and construed in accordance with, with and governed by the internal laws of the State of New York, including Section 5-1401 of the General Obligations Law, without reference to the choice its conflict of law provisions thereof other than those giving effect to this choice of law. The Company andand the obligations, by accepting this Warrantrights, the Warrantholder, each irrevocably submits to the exclusive jurisdiction and remedies of the parties hereunder shall be determined in accordance with such laws. Back to Contents (b) Each party hereto hereby consents and agrees that the state or federal courts located in the Borough of the State of New York located Manhattan in New York County City shall have exclusive jurisdiction to hear and determine any claims or disputes between them pertaining to this Indenture Supplement or to any matter arising out of or relating to this Indenture Supplement; provided, that each party hereto acknowledges that any appeals from those courts may have to be heard by a court located outside of the Borough of Manhattan in New York City; provided, further, that nothing in this Indenture Supplement shall be deemed or operate to preclude the Indenture Trustee from bringing suit or taking other legal action in any other jurisdiction to realize on the Receivables or any security for the obligations of the Issuer arising hereunder or to enforce a judgment or other court order in favor of the Indenture Trustee. Each party hereto submits and consents in advance to such jurisdiction in any action or suite commenced in any such court, and each party hereto hereby waives any objection that such party may have based upon lack of personal jurisdiction, improper venue or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Each party hereto hereby waives personal service of the summons, complaint and other process issued in any such action or suit and agrees that service of such summons, complaint, and other process may be made by registered or certified mail addressed to such party at its address, and that service so made shall be deemed completed upon the earlier of such party’s actual receipt thereof or three (3) days after deposit in the United States District Court for mail, proper postage prepaid. Nothing in this Section 1.02 shall affect the Southern District of New York for the purpose right of any party hereto to serve legal process in any other manner permitted by law. (c) Because disputes arising in connection with complex financial transactions are most quickly and economically resolved by an experienced and expert person and the parties wish applicable state and federal laws to apply (rather than arbitration rules), the parties desire that their disputes be resolved by a judge applying such applicable laws. Therefore, to achieve the best combination of the benefits of the judicial system and of arbitration, the parties hereto waive all rights to trial by jury in any action, suit, actionor proceeding brought to resolve any dispute, proceeding whether sounding in contract, tort or judgment relating to or otherwise, arising out of of, or connection with, related to, or incidental to the relationship established among them in connection with this Warrant and Indenture Supplement or the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Appears in 1 contract

Samples: Indenture Supplement (Dryrock Issuance Trust)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant shall be governed by, and construed in accordance with, the internal laws of the State of New YorkArizona, without reference to the choice of law provisions thereof other than those giving effect to this choice of lawthereof. The Company and, by accepting this Warrant, the WarrantholderWarrant Holder, each irrevocably submits to the exclusive jurisdiction of the state and federal courts of the State of New York located in New York County and the United States District Court for the Southern District of New York Maricopa County, Arizona, for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the WarrantholderWarrant Holder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the WarrantholderWarrant Holder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER WARRANT HOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Appears in 1 contract

Samples: Securities Agreement (Alpine 4 Technologies Ltd.)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, York without reference regard to the choice of law provisions principles thereof (other than those giving effect to this choice sections 5-1401 and 5-1402 of lawthe General Obligations of Law). The Company and, by accepting this Warrant, Each of the Warrantholder, each parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suitsuits, action, proceeding or judgment judgement relating to or arising out of this Warrant Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this WarrantAgreement. The Company and, by accepting this Warrant, Each of the Warrantholder, each parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any suit, action or proceeding. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Appears in 1 contract

Samples: Registration Rights Agreement (Karyopharm Therapeutics Inc.)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without reference York applicable to agreements made and to be performed entirely within the State of New York (except to the choice extent the provisions of law provisions thereof other than those giving effect the Business Corporations Act (Ontario) would be mandatorily applicable to this choice the issuance of law. The Company and, by accepting this Warrantthe Shares, the WarrantholderWarrants, each the Warrant Shares or the additional Common Shares issued pursuant to Section 3.2) . Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this WarrantAgreement. The Company and, by accepting this Warrant, Each of the Warrantholder, each parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. TO THE EXTENT ALLOWABLE UNDER APPLICABLE LAW, EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Appears in 1 contract

Samples: Purchase Agreement (Sphere 3D Corp)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant (a) Pursuant to Section 5-1401 of the General Obligations Law of the State of New York, this Amended and Restated Administrative Services Agreement shall be governed by, by and construed in accordance with, with the internal laws of the State of New York, without reference to the choice of law provisions thereof other than those giving effect . Each party to this choice of law. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably Amended and Restated Administrative Services Agreement submits to the exclusive nonexclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose and of any suit, action, New York State Court sitting in New York City for purposes of all legal proceeding or judgment relating to or arising out of or relating to this Warrant Amended and Restated Administrative Services Agreement or the transactions contemplated herebyby this Amended and Restated Administrative Services Agreement. Service of process in connection with any such suitEach party to this Amended and Restated Administrative Services Agreement irrevocably waives, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of fullest extent permitted by law, any such court in any such suit, action or proceeding and objection which it may have to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts a court and irrevocably waives any claim that any such suit, action or proceeding brought in any such a court has been brought in an inconvenient forum. EACH OF THE COMPANY ANDEach party to this Amended and Restated Administrative Services Agreement consents to process being served in any suit, BY ITS ACCEPTANCE HEREOFaction or proceeding with respect to this Amended and Restated Administrative Services Agreement, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVERor any document delivered pursuant to this Amended and Restated Administrative Services Agreement by the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to its respective address specified at the time for notices under this Amended and Restated Administrative Services Agreement or to any other address of which it shall have given written notice to the other parties. The foregoing shall not limit the ability of any party to this Amended and Restated Administrative Services Agreement to bring suit in the courts of any other jurisdiction. (b) Each of the parties irrevocably waives any and all right to a trial by jury with respect to any legal proceeding arising out of or relating to this Amended and Restated Administrative Services Agreement or any transaction. Each of the parties to this Amended and Restated Administrative Services Agreement acknowledges that such waiver is made with full understanding and knowledge of the nature of the rights and benefits waived.

Appears in 1 contract

Samples: Administrative Services Agreement (Allstate Life Global Funding)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant shall be governed byAgreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), will be construed in accordance with, with and governed by the internal Laws of the State of New York without regard to principles of conflicts of laws that would result in the application of the law of any other jurisdiction. Any action against any party relating to the foregoing shall be brought in any federal or state court of competent jurisdiction located within the State of New York, without reference and the parties hereto hereby irrevocably submit to the choice of law provisions thereof other than those giving effect to this choice of law. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably submits to the non-exclusive jurisdiction of the courts of any federal or state court located within the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection with over any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrantaction. The Company andparties hereby irrevocably waive, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of any such court in any such suitfullest extent permitted by applicable Law, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection which they may now or hereafter have to the laying of venue of any such suit, action or proceeding dispute brought in such courts and irrevocably waives court or any claim defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that any such suit, action or proceeding brought a judgment in any such court has been brought dispute may be enforced in an inconvenient forumother jurisdictions by suit on the judgment or in any other manner provided by Law. EACH OF PARTY TO THIS AGREEMENT HEREBY WAIVES, AND AGREES TO CAUSE ITS AFFILIATES TO WAIVE, TO THE COMPANY ANDFULLEST EXTENT PERMITTED BY LAW, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR (B) IN ANY LITIGATION WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. EACH PARTY TO THIS WARRANT AGREEMENT HEREBY AGREES AND REPRESENTS CONSENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS WAIVERAGREEMENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Appears in 1 contract

Samples: Registration Rights Agreement (Columbus McKinnon Corp)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant shall be governed byTHIS AGREEMENT SHALL BE GOVERNED BY, and construed in accordance withAND CONSTRUED IN ACCORDANCE WITH, the internal laws THE LAWS OF THE STATE OF DELAWARE (WITHOUT GIVING EFFECT TO CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE). With respect to any Proceeding arising out of or relating to this Agreement, each of the State of New York, without reference to the choice of law provisions thereof other than those giving effect to this choice of law. The Company and, by accepting this Warrant, the Warrantholder, each Parties hereby irrevocably (i) submits to the exclusive jurisdiction of the courts Court of Chancery of the State of New York located in New York County Delaware and the United States District Court for the Southern District of New York Delaware and the appellate courts therefrom (the “Selected Courts”) and waives any objection to venue being laid in the Selected Courts whether based on the grounds of forum non conveniens or otherwise and hereby agrees not to commence any such Proceeding other than before one of the Selected Courts; provided that a Party may commence any Proceeding in a court other than a Selected Court solely for the purpose of any suit, action, proceeding enforcing an order or judgment relating issued by one of the Selected Courts; (ii) consents to or arising out of this Warrant and the transactions contemplated hereby. Service service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world Proceeding by the same methods as are specified for mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized international express carrier or delivery service, to their respective addresses referred to in Section 8(d) hereof; provided that nothing herein shall affect the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction right of any such court Party hereto to serve process in any such suitother manner permitted by law; and (iii) TO THE FULLEST EXTENT PERMITTED BY LAW, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY AND ALL RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVERAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Appears in 1 contract

Samples: Registration Rights Agreement (LandBridge Co LLC)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Warrant Amendment and the validity, interpretation, construction, and performance hereof shall be governed byby and construed and enforced in accordance with, and construed any claim by any party hereto against any other party hereto (including any claims sounding in contract or tort law arising out of the subject matter hereof and any determinations with respect to post-judgment interest) shall be determined in accordance with, the internal laws of the State of New York, without reference York for contracts made and to the choice of law provisions thereof other than those giving effect to this choice of law. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably submits to the exclusive jurisdiction of the courts of be performed wholly within the State of New York located in New York County and York, without regard to principles of conflicts of laws requiring application of the United States District Court for the Southern District of New York for the purpose law of any suit, action, proceeding or judgment relating other jurisdiction. (b) Article XII of the Loan Agreement is hereby incorporated herein by reference and applies to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods Amendment mutatis mutandis as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. if fully stated herein. (c) EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, BORROWER AND THE WARRANTHOLDER GUARANTORS HEREBY IRREVOCABLY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION ACTION OR PROCEEDING (I) TO ENFORCE OR DEFEND ANY RIGHTS UNDER OR IN CONNECTION WITH RESPECT THIS AMENDMENT, OR (II) ARISING FROM ANY DISPUTE OR CONTROVERSY IN CONNECTION WITH OR RELATED TO THIS WARRANT AMENDMENT, AND REPRESENTS AGREES THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS ANY SUCH ACTION OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE AGENTS AND THE LENDERS EXECUTING AND DELIVERING THIS AMENDMENT AND GRANTING ANY FINANCIAL ACCOMMODATIONS TO THIS WAIVERTHE LOAN PARTIES.

Appears in 1 contract

Samples: Term Loan Agreement (Cinedigm Corp.)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. Each Shareholder and the Company irrevocably agrees that any Action with respect to this Agreement, any provision hereof, the breach, performance, validity or invalidity hereof or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or permitted assigns shall be governed by, brought and construed determined in accordance with, the internal laws Court of Chancery or other courts of the State of New YorkDelaware located in the State of Delaware, without reference to and each Shareholder and the choice of law provisions thereof other than those giving effect to this choice of law. The Company and, by accepting this Warrant, the Warrantholder, each hereby irrevocably submits and consents with regard to any such Action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the courts aforesaid courts. Each Shareholder and the Company hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, any provision hereof or the breach, performance, enforcement, validity or invalidity hereof, (a) any claim that it is not personally subject to the jurisdiction of the State of New York located in New York County and the United States District Court above named courts for the Southern District of New York for the purpose any reason, (b) that it or its property is exempt or immune from jurisdiction of any suitsuch court or from any legal process commenced in such courts (whether through service of notice, actionattachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable laws, that (i) Action in any such court is brought in an inconvenient forum, (ii) the venue of such Action is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each party hereto hereby agrees that, to the fullest extent permitted by law, service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 10.1 shall be effective service of process for any suit or proceeding in connection with this Agreement or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection with any such suitEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO REQUEST A TRIAL BY JURY IN RESPECT OF ANY LITIGATION WITH RESPECT DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS WARRANT AGREEMENT AND REPRESENTS ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT COUNSEL (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVER, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (C) IT MAKES SUCH WAIVER VOLUNTARILY, AND (D) IT HAS BEEN CONSULTED SPECIFICALLY AS INDUCED TO ENTER THIS WAIVERAGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS CONTAINED IN THIS SECTION 10.8.

Appears in 1 contract

Samples: Shareholder Agreement (General Atlantic LLC)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant (a) The parties agree that this Agreement shall be governed by, by and construed in all respects in accordance with, with the internal laws Laws of the State of New York, Delaware without reference regard to the conflict of Laws or choice of law provisions thereof other than those giving effect Law principles that might otherwise refer construction or interpretation of this Agreement to the substantive Law of another jurisdiction. (b) Each party agrees that it will bring any action or proceeding in respect of any claim arising out of or related to this choice Agreement or the transactions contemplated hereby exclusively in any federal or state court of law. The Company competent jurisdiction located in the State of Delaware (the “Chosen Courts”), and, by accepting solely in connection with claims arising under this WarrantAgreement or the transactions that are the subject of this Agreement, the Warrantholder, each (i) irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suitChosen Courts, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably (ii) waives any objection to the laying of venue of in any such suit, action or proceeding brought in such courts and irrevocably the Chosen Courts, (iii) waives any claim objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party and (iv) agrees that service of process upon such party in any such suit, action or proceeding brought will be effective if notice is given in any such court has been brought in an inconvenient forum. accordance with Section 5.4. (c) EACH OF PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE COMPANY ANDFULLEST EXTENT PERMITTED BY APPLICABLE LAW, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO REQUEST A TRIAL BY JURY IN RESPECT OF ANY LITIGATION WITH RESPECT SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS WARRANT AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND REPRESENTS ACKNOWLEDGES THAT: (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT COUNSEL SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN CONSULTED SPECIFICALLY AS INDUCED TO ENTER INTO THIS WAIVERAGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.8.

Appears in 1 contract

Samples: Voting and Non Solicitation Agreement (WSFS Financial Corp)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant Agreement shall be governed by, by and construed in accordance with, with the internal laws of the State of New YorkMichigan, without reference regard to its principles of conflicts of laws. Each of the choice of law provisions thereof other than those giving effect to this choice of law. The Company and, by accepting this Warrant, the Warrantholder, each Parties hereto irrevocably submits to the exclusive jurisdiction of the state and federal courts of the State of New York located in New York County and the United States District Court for the Southern District of New York Michigan for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrantthe Employment Agreement. The Company and, by accepting this Warrant, Each of the Warrantholder, each Parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each Each Party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. In addition, should it become necessary for the Company to seek to enforce any of the covenants contained in this Agreement through any legal, administrative or alternative dispute resolution proceeding, Executive shall reimburse the Company for its reasonable fees and expenses (legal costs, attorneys’ fees and otherwise) related thereto.

Appears in 1 contract

Samples: Separation and Release Agreement (Gemphire Therapeutics Inc.)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant shall be governed by, and construed in accordance with, the internal laws of the State of New YorkDelaware, without reference to the choice of law provisions thereof other than those giving effect to this choice of lawthereof. The Company and, by accepting this Warrant, the WarrantholderHolder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of New York Minnesota located in New York Hennepin County and the United States District Court for the Southern District of New York Minnesota for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the WarrantholderHolder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the WarrantholderHolder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Appears in 1 contract

Samples: Warrant Agreement (Appreciate Holdings, Inc.)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Warrant Agreement shall be governed by, by and construed in accordance with, with the internal laws of the State of New YorkDelaware, without reference regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. (b) Each of the parties hereto irrevocably consents to the choice exclusive jurisdiction and venue of law provisions thereof other than those giving effect to the Court of Chancery of the State of Delaware in connection with any matter based upon or arising out of this choice of law. The Company and, by accepting this WarrantAgreement, the WarrantholderMergers and the other Transactions or any other matters contemplated herein (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each party agrees not to commence any legal proceedings related hereto except in such Court of Chancery (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, in any federal court within the State of Delaware). By execution and delivery of this Agreement, each party hereto and the CSC Stockholders irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and to the appellate courts therefrom solely for the purposes of disputes arising under the this Agreement and not as a general submission to such jurisdiction or with respect to any other dispute, matter or claim whatsoever. The parties hereto and the CSC Securityholders irrevocably consent to the service of process out of any of the State aforementioned courts in any such action or proceeding by the delivery of New York located copies thereof by overnight courier to the address for such party to which notices are deliverable hereunder. Any such service of process shall be effective upon delivery. Nothing herein shall affect the right to serve process in New York County any other manner permitted by applicable Law. The parties hereto and the United States District Court for the Southern District of New York for the purpose of CSC Securityholder hereby waive any suit, action, right to stay or dismiss any action or proceeding under or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection with this Agreement brought before the foregoing courts on the basis of (i) any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, or that it or any of its property is immune from the above-described legal process, (ii) that such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been is brought in an inconvenient forum. , that venue for the action or proceeding is improper or that this Agreement may not be enforced in or by such courts, or (iii) any other defense that would hinder or delay the levy, execution or collection of any amount to which any party hereto is entitled pursuant to any final judgment of any court having jurisdiction. (c) EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY ALL RIGHT TO REQUEST A TRIAL BY JURY IN AND ANY LITIGATION WITH RESPECT ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVERAGREEMENT OR THE ACTIONS OF ANY PARTY HERETO IN NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

Appears in 1 contract

Samples: Merger Agreement (NeoStem, Inc.)

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant shall be governed by, and construed in accordance with, the internal laws of the State of New YorkCalifornia, without reference to the its choice of law provisions thereof other than those giving effect to this choice of lawprovisions. The Company and, by accepting this Warrant, the WarrantholderHolder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of New York California located in New York Orange County and the United States District Court for the Southern District of New York California for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the WarrantholderHolder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the WarrantholderHolder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Appears in 1 contract

Samples: Securities Agreement (Iradimed Corp)

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