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

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to laws that may be applicable under conflicts of laws principles. Each of the parties hereto irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of or relating to this Agreement or any of the agreements delivered in connection herewith or the transactions contemplated hereby or thereby shall be brought in the state courts of the State of Delaware (or, if such courts do not have jurisdiction or do not accept jurisdiction, in the United States District Court located in the State of Delaware), (ii) consents to the jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection that such party may have to the laying of venue of any such suit, action or proceeding in any such court. Each of the parties hereto agrees that a final judgment in any such 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. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9(d). Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Appears in 5 contracts

Samples: Voting Agreement (Yuma Energy, Inc.), Voting Agreement (Pyramid Oil Co), Voting Agreement (Pyramid Oil Co)

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Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, without regard to laws that may be applicable under conflicts of laws principles. Each of the parties hereto irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of or relating to this Agreement or any of the agreements delivered in connection herewith or the transactions contemplated hereby or thereby shall be brought in the state courts United States District Court for the Northern District of the State of Delaware California (or, if such courts do court does not have jurisdiction or do does not accept jurisdiction, in the United States District Court any state court of general jurisdiction located in the State of DelawareAlameda County, California), (ii) consents to the jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection that such party may have to the laying of venue of any such suit, action or proceeding in any such court. Each of the parties hereto agrees that a final judgment in any such 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 lawLaw. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9(d). Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by lawLaw.

Appears in 4 contracts

Samples: Voting Agreement (Sorrento Networks Corp), Voting Agreement (Zhone Technologies Inc), Voting Agreement (Zhone Technologies Inc)

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, without regard to laws that may be applicable under conflicts of laws principles. Each of the parties hereto irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of or relating to this Agreement or any of the agreements delivered in connection herewith or the transactions contemplated hereby or thereby shall be brought in the state courts of the State of Delaware (or, if such courts do not have jurisdiction or do not accept jurisdiction, in the United States District Court located in the State of Delaware), (ii) consents to the jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection that such party may have to the laying of venue of any such suit, action or proceeding in any such court. Each of the parties hereto agrees that a final judgment in any such 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 lawLaw. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9(d). Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by lawLaw.

Appears in 4 contracts

Samples: Voting Agreement (Paradyne Networks Inc), Voting Agreement (Zhone Technologies Inc), Voting Agreement (Zhone Technologies Inc)

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to laws that may be applicable under conflicts of laws principles. Each of the parties hereto Parties irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of or relating to this Agreement or any of the agreements delivered in connection herewith or the transactions contemplated hereby or thereby shall be brought in the state courts of the State of Delaware (or, if such courts do not have jurisdiction or do not accept jurisdiction, in the United States District Court located in the State of Delaware), (ii) consents to the jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection that such party Party may have to the laying of venue of any such suit, action or proceeding in any such court. Each of the parties hereto Parties agrees that a final judgment in any such 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. Each party to this Agreement Party irrevocably consents to service of process in the manner provided for notices in Section 9(d10(d). Nothing in this Agreement will affect the right of any party to this Agreement Party to serve process in any other manner permitted by law.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Earthstone Energy Inc), Voting Agreement (Earthstone Energy Inc), Voting Agreement (Earthstone Energy Inc)

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Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement shall be governed by, and construed in accordance with, with the laws of the State of Delaware, Delaware without regard to laws that may be applicable under the conflicts of laws principleslaw rules of such state. Each of the parties hereto irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding All Actions arising out of or relating to this Agreement shall be heard and determined in any state or any federal court sitting in the State of Delaware (b) Each of the agreements delivered in connection herewith or parties hereto irrevocably submits to the transactions contemplated hereby or thereby shall be brought in exclusive jurisdiction of the state courts of Delaware and to the State jurisdiction of Delaware (or, if such courts do not have jurisdiction or do not accept jurisdiction, in the United States District Court located for the District of Delaware for the purpose of any Action arising out of or relating to this Agreement, and each of the parties hereto irrevocably agrees that all claims in respect to such Action may be heard and determined exclusively in any Delaware state or federal court sitting in the State of Delaware), (ii) consents to the jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection that such party may have to the laying of venue of any such suit, action or proceeding in any such court. Each of the parties hereto agrees that a final judgment in any such action or proceeding Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. . (c) Each party to this Agreement of the parties hereto irrevocably consents to the service of any summons and complaint and any other process in any other Action relating to the manner provided for notices in Section 9(d)Merger, on behalf of itself or its property, by the personal delivery of copies of such process to such party. Nothing in this Agreement will Section 4.10 shall affect the right of any party to this Agreement hereto to serve legal process in any other manner permitted by law.

Appears in 2 contracts

Samples: Merger Agreement (Impsat Fiber Networks Inc), Support Agreement (Morgan Stanley)

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, without regard to laws that may be applicable under conflicts of laws principles. , except and only to the extent that the CGCL mandatorily applies. (b) Each of the parties Parties hereto irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of or relating to this Agreement or any of the agreements delivered in connection herewith or the transactions contemplated hereby or thereby shall be brought exclusively in the state courts of the State of Delaware (or, if such courts do not have jurisdiction or do not accept jurisdiction, in the United States District Court located in the State of Delaware), (ii) consents to the jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection that such party may have to the laying of venue of any such suit, action or proceeding in any such court. Each of the parties Parties hereto agrees that a final judgment in any such 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 lawLaw. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9(d). Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law9.1.

Appears in 1 contract

Samples: Merger Agreement (Zhone Technologies Inc)

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