Governing Law; Dispute Resolution; Equitable Relief. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York (regardless of the laws that might otherwise govern under applicable principles of conflicts of law). (b) In the event of a dispute arising under this Agreement between the parties, either party shall have the right to refer such dispute to the parties’ respective Chief Executive Officers, whereupon such Chief Executive Officers shall make a good faith attempt to resolve such dispute. (c) Each party irrevocably consents and agrees that any legal action, suit or proceeding against it with respect to its obligations or liabilities under or arising out of or in connection with this Agreement shall be brought only in the United States District Court for the Southern District of New York or, in the event (but only in the event) such court does not have subject matter jurisdiction over such action, suit or processing, in the courts of the State of New York sitting in the County of New York, and each party hereby irrevocably accepts and submits to the jurisdiction of each of the aforesaid courts in person, with respect to any such action, suit or proceeding (including claims for interim relief, counterclaims, actions with multiple defendants and actions in which such party is implead). Each party irrevocably and unconditionally waives any right that it may have to a jury trial in any legal action, suit or processing with respect to, or arising out of or in connection with this Agreement. (d) The Investor agrees, and shall cause each of its Affiliates and their respective Associates to agree, that money damages would not be a sufficient remedy for any breach of this Agreement by it, and that in addition to all other remedies Kolltan may have, Kolltan shall be entitled to specific performance and to injunctive or other equitable relief as a remedy for any such breach. The Investor agrees, and shall cause each of its Affiliates and their respective Associates to agree, not to oppose the granting of such relief in the event a court determines that such breach has occurred, and agrees to waive any requirement for the securing or posting of any bond in connection with such remedy. Notwithstanding Section 5.8(b) hereof, Kolltan shall have the right to seek injunctive or other equitable relief as a remedy with respect to a breach of this Agreement simultaneously with referring such dispute to the parties’ respective Chief Executive Officers or any attempt by the Chief Executive Officers to resolve such dispute.
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Samples: Standstill Agreement (Kolltan Pharmaceuticals Inc), Standstill Agreement (Kolltan Pharmaceuticals Inc)
Governing Law; Dispute Resolution; Equitable Relief. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York (regardless of the laws that might otherwise govern under applicable principles of conflicts of law).
(b) In the event of a dispute arising under Subject to Section 7.5, each Party to this Agreement between the parties, either party shall have the right to refer such dispute to the parties’ respective Chief Executive Officers, whereupon such Chief Executive Officers shall make a good faith attempt to resolve such dispute.
(c) Each party irrevocably consents and agrees that any legal action, suit or proceeding by it against it any of the other Parties with respect to its rights, obligations or liabilities under or arising out of or in connection with this Agreement agreement shall be brought by such Party only in the United States District Court for the Southern District of New York or, in the event (but only in the event) such court does not have subject matter jurisdiction over such action, suit or processingproceeding, in the courts of the State of New York sitting in the County of New YorkYork City, and each party Party to this Agreement hereby irrevocably accepts and submits to the jurisdiction of each of the aforesaid courts in personperson and, with respect to any such action, suit or proceeding (including including, without limitation, claims for interim relief, counterclaims, actions with multiple defendants and actions in which such party is impleadimplied). Each party Party hereto irrevocably and unconditionally waives any right that it may have to a jury trial in any legal action, suit or processing proceeding with respect to, or arising out of or in connection with this Agreement. Each of the Parties hereby irrevocably designates CT Corporation System (the “Process Agent”), with an office at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its designee, appointee and agent to receive, for and on its behalf service of process in such jurisdiction in any legal action or proceedings with respect to this Agreement, and such service shall be deemed complete upon delivery thereof to the Process Agent, provided that in the case of any such service upon the Process Agent, the Party effecting such service shall also deliver a copy thereof to the intended recipient in the manner provided in Section 7.1. Each of the Parties shall take all such action as may be necessary to continue said appointment in full force and effect or to appoint another agent so that each Party will at all times have an agent for service of process for the above purposes in New York, New York. In the event of the transfer of all or substantially all of the assets and business of the process agent to any other corporation by consolidation, merger, sale of assets or otherwise, such other corporation shall be substituted hereunder for the process agent with the same effect as if named herein in place of the Process Agent. Each of the Parties further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered airmail, postage prepaid, to such Party at its address set forth in this Agreement, such service of process to be effective upon acknowledgment of receipt of such registered mail. Nothing herein shall affect the right of any Party to serve process in any other manner permitted by applicable laws. Each of the Parties expressly acknowledges that the foregoing waiver is intended to be irrevocable under the laws of the State of New York and of the United States of America.
(dc) The Investor agrees, and shall cause each of its Affiliates and their respective Associates to agree, Each Party hereto agrees that money damages would not be a sufficient remedy for the other Parties hereto for any breach of this Agreement by it, and that in addition to all other remedies Kolltan the other Parties hereto may have, Kolltan they shall be entitled to specific performance and to injunctive or other equitable relief as a remedy for any such breach. The Investor agrees, and shall cause each of its Affiliates and their respective Associates to agree, Each Party hereto agrees not to oppose the granting of such relief in the event a court determines that such a breach has occurred, and agrees to waive any requirement for the securing or posting of any bond in connection with such remedy. Notwithstanding Section 5.8(b) hereof, Kolltan shall have the right to seek injunctive or other equitable relief as a remedy with respect to a breach of this Agreement simultaneously with referring such dispute to the parties’ respective Chief Executive Officers or any attempt by the Chief Executive Officers to resolve such dispute.
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Governing Law; Dispute Resolution; Equitable Relief. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York (regardless of the laws that might otherwise govern under applicable principles of conflicts of law).
(b) In the event of a dispute arising under Subject to Section 11.5, each Party to this Agreement between the parties, either party shall have the right to refer such dispute to the parties’ respective Chief Executive Officers, whereupon such Chief Executive Officers shall make a good faith attempt to resolve such dispute.
(c) Each party irrevocably consents and agrees that any legal action, suit or proceeding by it against it any of the other Parties with respect to its rights, obligations or liabilities under or arising out of or in connection with this Agreement agreement shall be brought by such Party only in the United States District Court for the Southern District of New York or, in the event (but only in the event) such court does not have subject matter jurisdiction over such action, suit or processingproceeding, in the courts of the State of New York sitting in the County of New YorkYork City, and each party Party to this Agreement hereby irrevocably accepts and submits to the jurisdiction of each of the aforesaid courts in personpersonam, with respect to any such action, suit or proceeding (including including, without limitation, claims for interim relief, counterclaims, actions with multiple defendants and actions in which such party is impleadimplied). Each party Party hereto irrevocably and unconditionally waives any right that it may have to a jury trial in any legal action, suit or processing proceeding with respect to, or arising out of or in connection with this agreement. Each of the Parties hereby irrevocably designates CT Corporation System ("Process Agent") with an office at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as its designee, appointee and agent to receive, for and on its behalf service of process in such jurisdiction in any legal action or proceedings with respect to this Agreement, and such service shall be deemed complete upon delivery thereof to the Process Agent, provided that in the case of any such service upon the Process Agent, the Party effecting such service shall also deliver a copy thereof to the intended recipient in the manner provided in Section 11.1. Each of the Parties shall take all such action as may be necessary to continue said appointment in full force and effect or to appoint another agent so that each Party will at all times have an agent for service of process for the above purposes in New York, New York. In the event of the transfer of all or substantially all of the assets and business of the process agent to any other corporation by consolidation, merger, sale of assets or otherwise, such other corporation shall be substituted hereunder for the process agent with the same effect as if named herein in place of the Process Agent. Each of the Parties further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered airmail, postage prepaid, to such Party at its address set forth in this Agreement, such service of process to be effective upon acknowledgment of receipt of such registered mail. Nothing herein shall affect the right of any Party to serve process in any other manner permitted by applicable laws. Each of the Parties expressly acknowledges that the foregoing waiver is intended to be irrevocable under the laws of the State of New York and of the United States of America.
(dc) The Investor agrees, and shall cause each of its Affiliates and their respective Associates to agree, Each Party hereto agrees that money damages would not be a sufficient remedy for the other Parties hereto for any breach of this Agreement by it, and that in addition additional to all other remedies Kolltan the other Parties hereto may have, Kolltan they shall be entitled to specific performance and to injunctive or other equitable relief as a remedy for any such breach. The Investor agrees, and shall cause each of its Affiliates and their respective Associates to agree, Each Party hereto agrees not to oppose the granting of such relief in the event a court determines that such a breach has occurred, and agrees to waive any requirement for the securing or posting of any bond in connection with such remedy. Notwithstanding Section 5.8(b) hereof, Kolltan shall have the right to seek injunctive or other equitable relief as a remedy with respect to a breach of this Agreement simultaneously with referring such dispute to the parties’ respective Chief Executive Officers or any attempt by the Chief Executive Officers to resolve such dispute.
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Governing Law; Dispute Resolution; Equitable Relief. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York (regardless of the laws that might otherwise govern under applicable principles of conflicts of law).
(b) In the event of a dispute arising under Each Party to this Agreement between the parties, either party shall have the right to refer such dispute to the parties’ respective Chief Executive Officers, whereupon such Chief Executive Officers shall make a good faith attempt to resolve such dispute.
(c) Each party irrevocably consents and agrees that any legal action, suit or proceeding by it against it any of the other Parties with respect to its rights, obligations or liabilities under or arising out of or in connection with this Agreement agreement shall be brought by such Party only in the United States District Court for the Southern District of New York or, in the event (but only in the event) such court does not have subject matter jurisdiction over such action, suit or processingproceeding, in the courts of the State of New York sitting in the County of New YorkYork City, and each party Party to this Agreement hereby irrevocably accepts and submits to the jurisdiction of each of the aforesaid courts in personperson and, with respect to any such action, suit or proceeding (including including, without limitation, claims for interim relief, counterclaims, actions with multiple defendants and actions in which such party is impleadimplied). Each party Party hereto irrevocably and unconditionally waives any right that it may have to a jury trial in any legal action, suit or processing proceeding with respect to, or arising out of or in connection with this Agreement. Each of the Parties hereby irrevocably designates CT Corporation System (the “Process Agent”), with an office at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its designee, appointee and agent to receive, for and on its behalf service of process in such jurisdiction in any legal action or proceedings with respect to this Agreement, and such service shall be deemed complete upon delivery thereof to the Process Agent, provided that in the case of any such service upon the Process Agent, the Party effecting such service shall also deliver a copy thereof to the intended recipient in the manner provided in Section 5.1. Each of the Parties shall take all such action as may be necessary to continue said appointment in full force and effect or to appoint another agent so that each Party will at all times have an agent for service of process for the above purposes in New York, New York. In the event of the transfer of all or substantially all of the assets and business of the process agent to any other corporation by consolidation, merger, sale of assets or otherwise, such other corporation shall be substituted hereunder for the process agent with the same effect as if named herein in place of the Process Agent. Each of the Parties further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered airmail, postage prepaid, to such Party at its address set forth in this Agreement, such service of process to be effective upon acknowledgment of receipt of such registered mail. Nothing herein shall affect the right of any Party to serve process in any other manner permitted by applicable laws. Each of the Parties expressly acknowledges that the foregoing waiver is intended to be irrevocable under the laws of the State of New York and of the United States of America.
(dc) The Investor agrees, and shall cause each of its Affiliates and their respective Associates to agree, Each Party hereto agrees that money damages would not be a sufficient remedy for the other Parties hereto for any breach of this Agreement by it, and that in addition additional to all other remedies Kolltan the other Parties hereto may have, Kolltan they shall be entitled to specific performance and to injunctive or other equitable relief as a remedy for any such breach. The Investor agrees, and shall cause each of its Affiliates and their respective Associates to agree, Each Party hereto agrees not to oppose the granting of such relief in the event a court determines that such a breach has occurred, and agrees to waive any requirement for the securing or posting of any bond in connection with such remedy. Notwithstanding Section 5.8(b) hereof, Kolltan shall have the right to seek injunctive or other equitable relief as a remedy with respect to a breach of this Agreement simultaneously with referring such dispute to the parties’ respective Chief Executive Officers or any attempt by the Chief Executive Officers to resolve such dispute.
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Governing Law; Dispute Resolution; Equitable Relief. (a) This Agreement shall be governed by and construed in accordance with the laws of the State state of New York Utah (regardless of the laws that might otherwise govern under applicable principles of conflicts of law).
(b) In the event of a dispute arising under this Agreement between the parties, either party shall have the right to refer such dispute to the parties’ respective Chief Executive Officers, whereupon such Chief Executive Officers shall make a good faith attempt to resolve such dispute.
(c) Each party irrevocably consents and agrees that any legal action, suit or proceeding against it with respect to its obligations or liabilities under or arising out of or in connection with this Agreement shall be brought only in the United States District Court for the Southern District of New York or, in the event (but only in the event) such court does not have subject matter jurisdiction over such action, suit or processing, in the courts of the State of New York sitting in the County of New York, Utah and each party hereby irrevocably accepts and submits to the jurisdiction of each of the aforesaid courts in personpersonam, with respect to any such action, suit or proceeding (including claims for interim relief, counterclaims, actions with multiple defendants and actions in which such party is impleadimplied). .
(c) Each party irrevocably will designate a registered agent (in such capacity, the “Process Agent”), as its designee, appointee and unconditionally waives any right that it may have agent to a jury trial receive, for and on its behalf, service of process in such jurisdiction in any legal action, suit or processing proceeding with respect toto this agreement, and such service shall be deemed complete upon delivery thereof to the Process Agent, provided that in the case of any such service upon the process agent, the party effecting such service shall also deliver a copy thereof to the other party in the manner provided in section 9.2. Each party shall take all such actions as may be necessary to continue said appointment in full force and effect or arising to appoint another agent so that such party will at all times have an agent for service of process for the above processes. In the event of the transfer of all or substantially all of the assets and business of the process agent to any other corporation by consolidation, share exchange, sale of assets or otherwise such other corporation shall be substituted hereunder for the process agent with the same effect as if named herein in place of Process Agent. Each party further irrevocably consents to the service of process out of any of the aforementioned courts, in any such action, suit or proceeding by the mailing of copies thereof by registered air mail, postage prepaid, sot such party at its address set forth in connection with this Agreementagreement, such service of process to be effective upon acknowledgment of receipt of such registered mail. Nothing herein shall affect the right of any party to serve process in any other manner permitted by applicable law. Each party expressly acknowledges that the foregoing waiver is intended to be irrevocable under the laws of the state of Utah and of the United States of America.
(d) The Investor agrees, and shall cause each of its Affiliates and their respective Associates to agree, Each party agrees that money damages would not be a sufficient remedy for the other party for any breach of this Agreement by it, and that in addition to all other remedies Kolltan the other party may have, Kolltan such other party shall be entitled to specific performance and to injunctive or other equitable relief as a remedy for any such breach. The Investor agrees, and shall cause each of its Affiliates and their respective Associates to agree, Each party agrees not to oppose the granting of such relief in the event a court determines that such a breach has occurred, and agrees to waive any requirement for the securing or posting of any bond in connection with such remedy. Notwithstanding Section 5.8(b) hereof, Kolltan shall have the right to seek injunctive or other equitable relief as a remedy with respect to a breach of this Agreement simultaneously with referring such dispute to the parties’ respective Chief Executive Officers or any attempt by the Chief Executive Officers to resolve such dispute.
Appears in 1 contract
Governing Law; Dispute Resolution; Equitable Relief. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York (regardless of the laws that might otherwise govern under applicable principles of conflicts of law).
(b) In the event of a dispute arising under Each party to this Agreement between the parties, either party shall have the right to refer such dispute to the parties’ respective Chief Executive Officers, whereupon such Chief Executive Officers shall make a good faith attempt to resolve such dispute.
(c) Each party irrevocably consents and agrees that any legal action, suit or proceeding by it against it any of the other parties with respect to its rights, obligations or liabilities under or arising out of or in connection with this Agreement shall be brought by such party only in the United States District Court for the Southern District of New York or, in the event (but only in the event) such court does not have subject matter jurisdiction over such action, suit or processingproceeding, in the courts of the State of New York sitting in the County of New YorkYork City, and each party to this Agreement hereby irrevocably accepts and submits to the jurisdiction of each of the aforesaid courts in personpersonam, with respect to any such action, suit or proceeding (including including, without limitation, claims for interim relief, counterclaims, actions with multiple defendants and actions in which such party is impleadimplied). Each party hereto irrevocably and unconditionally waives any right that it may have to a jury trial in any legal action, suit or processing proceeding with respect to, or arising out of or in connection with this agreement. Each party hereto expressly acknowledges that the foregoing waiver is intended to be irrevocable under the laws of the State of New York and of the United States of America. Each of the parties hereby irrevocably designates CT Corporation System (the "Process Agent"), with an office at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its designee, appointee and agent to receive, for and on its behalf service of process in such jurisdiction in any legal action or proceedings with respect to this Agreement, and such service shall be deemed complete upon delivery thereof to the Process Agent, provided, that in case of any such service upon such person, the party effecting such service shall also deliver a copy thereof to the intended recipient in the manner provided in Section 11. Each of the parties shall take all such action as may be necessary to continue said appointment in full force and effect or to appoint another agent so that each party will at all times have an agent for service of process for the above purposes in New York, New York. Innova hereby agrees to pay, or reimburse each other party, for any costs or expenses incurred in connection with such appointment. In the event of the transfer of all or substantially all of the assets and business of the Process Agent to any other corporation by consolidation, merger, sale of assets or otherwise, such other corporation shall be substituted hereunder for the process agent with the same effect as if named herein in place of the Process Agent. Each of the parties further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing copies thereof by registered airmail, postage prepaid, to such party at its address set forth in this agreement, such service of process to be effective upon acknowledgment of receipt of such registered mail. Nothing herein shall affect the right of any party to serve process in any other manner permitted by applicable laws.
(dc) The Investor agrees, and shall cause each of its Affiliates and their respective Associates to agree, Each party hereto agrees that money damages would not be a sufficient remedy for the other parties hereto for any breach of this Agreement by it, and that in addition to all other remedies Kolltan the other parties hereto may have, Kolltan they shall be entitled to specific performance and to injunctive or other equitable relief as a remedy for any such breach. The Investor agrees, and shall cause each of its Affiliates and their respective Associates to agree, Each party hereto agrees not to oppose the granting of such relief in the event a court determines that such a breach has occurred, and agrees to waive any requirement for the securing or posting of any bond in connection with such remedy. Notwithstanding Section 5.8(b) hereof, Kolltan shall have the right to seek injunctive or other equitable relief as a remedy with respect to a breach of this Agreement simultaneously with referring such dispute to the parties’ respective Chief Executive Officers or any attempt by the Chief Executive Officers to resolve such dispute.
Appears in 1 contract
