Governing Law; Exclusive Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflict of laws thereof. The parties agree to the exclusive jurisdiction of the Courts of the State of Delaware with respect to any action, suit or proceeding arising out of or in connection with this Agreement or the transactions contemplated hereby or the enforcement of any rights under this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Netratings Inc), Agreement and Plan of Merger (Netratings Inc), Agreement and Plan of Merger (Netratings Inc)
Governing Law; Exclusive Jurisdiction. (a) This Agreement and the relationship of the parties hereto shall be governed by, by and construed in accordance with, with the internal laws (and not the law of conflicts) of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflict of laws thereof. The parties agree to the exclusive jurisdiction of the Courts of the State of Delaware with respect to any action, suit or proceeding arising out of or in connection with this Agreement or the transactions contemplated hereby or the enforcement of any rights under this Agreement.
Appears in 3 contracts
Samples: Share Purchase Agreement (Synthetic Biologics, Inc.), Equity Purchase Agreement (Adial Pharmaceuticals, Inc.), Stock Purchase Agreement (Heat Biologics, Inc.)
Governing Law; Exclusive Jurisdiction. (i) This Agreement shall be governed by, and construed in accordance with, with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflict of laws thereof. The parties agree to the exclusive jurisdiction of the Courts Law of the State of Delaware with respect without giving effect to any action, suit the principles of conflicts of law thereof or proceeding arising out of or in connection with this Agreement or the transactions contemplated hereby or the enforcement of any rights under this Agreementother jurisdiction that would result in the application of the Law of any other jurisdiction.
Appears in 3 contracts
Samples: Investment and Transaction Agreement (Id Systems Inc), Voting and Support Agreement (Emancipation Management LLC), Voting and Support Agreement (Id Systems Inc)
Governing Law; Exclusive Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the The internal laws of the State of Delaware, regardless irrespective of its conflicts of law principles, shall govern the validity of this Agreement, the construction of its terms, and the interpretation and enforcement of the laws that might otherwise govern under applicable principles of conflict of laws thereof. The parties agree to the exclusive jurisdiction rights and duties of the Courts parties hereto. Each of the State of Delaware with respect to parties irrevocably agrees that any action, suit legal action or proceeding arising out of or in connection with relating to this Agreement brought by the other party or its successors or assigns shall be exclusively brought and determined in the transactions contemplated hereby or Chancery Court of the enforcement State of any rights under this AgreementDelaware.
Appears in 3 contracts
Samples: Equity Purchase Agreement (Macrovision Solutions CORP), Equity Purchase Agreement (Macrovision Solutions CORP), Equity Purchase Agreement (Lions Gate Entertainment Corp /Cn/)
Governing Law; Exclusive Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflict of laws thereof. The parties agree to the exclusive jurisdiction of the Courts Law of the State of Delaware with respect without giving effect to any action, suit the principles of conflicts of law thereof or proceeding arising out of or in connection with this Agreement or the transactions contemplated hereby or the enforcement of any rights under this Agreementother jurisdiction that would result in the application of the Law of any other jurisdiction.
Appears in 2 contracts
Samples: Investment and Transaction Agreement (Pointer Telocation LTD), Investment and Transaction Agreement (Id Systems Inc)
Governing Law; Exclusive Jurisdiction. This Agreement Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflict of laws thereof. The parties agree to the exclusive jurisdiction of the Courts of the State of Delaware with respect to any action, suit or proceeding arising out of or in connection with this Agreement Amendment or the transactions contemplated hereby or the enforcement of any rights under this AgreementAmendment.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Netratings Inc), Agreement and Plan of Merger (Jupiter Media Metrix Inc)
Governing Law; Exclusive Jurisdiction. This Agreement shall be governed by, construed and construed in accordance with, interpreted according to the internal laws of the State of DelawareDelaware (the “State”), regardless excluding any choice of law rules that may direct the application of the laws that might otherwise govern under applicable principles of conflict of laws thereofa jurisdiction other than the State. The federal and state courts within the State shall have exclusive jurisdiction to adjudicate any dispute arising out of the Agreement. All parties agree hereto expressly consent to the exclusive personal jurisdiction of the Courts of federal and state courts within the State and service of Delaware with respect process being effected upon them by registered or certified mail sent to any action, suit or proceeding arising out of or the addresses set forth in connection with this Agreement or the transactions contemplated hereby or the enforcement of any rights under this AgreementSection 16.08.
Appears in 2 contracts
Samples: Asset Purchase Agreement (MPC Corp), Asset Purchase Agreement (Gateway Inc)
Governing Law; Exclusive Jurisdiction. This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflict conflicts of laws thereof. The parties agree to the exclusive jurisdiction of the Courts of the State of Delaware with respect to any action, suit or proceeding arising out of or in connection with this Agreement or the transactions contemplated hereby or the enforcement of any rights under this Agreement.
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Governing Law; Exclusive Jurisdiction. This Agreement shall be governed by, by and construed in accordance with, with the laws law of the State of Delaware, Delaware regardless of the laws law that might otherwise govern under applicable principles of conflict conflicts of laws law thereof. The parties agree All disputes arising from or relating to this Agreement shall be within the exclusive jurisdiction of the Courts of state and/or federal courts located within the State of Delaware with respect Delaware, and each Party hereby consents to such exclusive jurisdiction and waives objections to venue therein and the defense of an inconvenient forum to the maintenance of any action, suit action or proceeding arising out of or in connection with this Agreement or the transactions contemplated hereby or the enforcement of any rights under this Agreementsuch court.
Appears in 1 contract
Governing Law; Exclusive Jurisdiction. (i) This Agreement shall be governed by, and construed in accordance with, with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflict of laws thereof. The parties agree to the exclusive jurisdiction of the Courts law of the State of Delaware with respect without giving effect to any action, suit the principles of conflicts of law thereof or proceeding arising out of or in connection with this Agreement or the transactions contemplated hereby or the enforcement of any rights under this Agreementother jurisdiction that would result in the application of the law of any other jurisdiction.
Appears in 1 contract
Samples: Preferred Stock Redemption Right Agreement (PowerFleet, Inc.)
Governing Law; Exclusive Jurisdiction. This Agreement Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflict of laws thereof. The parties agree to the exclusive jurisdiction of the Courts of the State of Delaware with respect to any action, suit or proceeding arising out of or in connection with this Agreement Amendment or the transactions contemplated hereby or the enforcement of any rights under this Agreement.Amendment. [The remainder of this page is intentionally left blank]
Appears in 1 contract
Governing Law; Exclusive Jurisdiction. (a) This Agreement and the respective rights and obligations of the Parties under this Agreement shall be governed by, and construed in accordance withshall be determined under, the internal laws of the State of Delaware, regardless Delaware without regard to choice of the laws that might otherwise govern under applicable principles of conflict of laws thereof. The parties agree to the exclusive jurisdiction of the Courts of the State of Delaware with respect to any action, suit or proceeding arising out of or in connection with this Agreement or the transactions contemplated hereby or the enforcement of any rights under this Agreementlaw principles.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (4Front Ventures Corp.)
Governing Law; Exclusive Jurisdiction. (a) This Agreement shall and the legal relations between the Parties will be governed by, by and construed in accordance with, with the laws of the State of Delaware, regardless without giving effect to any choices or conflict of law provision or rules thereof, and except to the extent that certain matters are preempted by federal law or are governed by the law of the laws that might otherwise govern under applicable principles of conflict of laws thereof. The parties agree to the exclusive jurisdiction of the Courts incorporation of the State of Delaware with respect to any action, suit or proceeding arising out of or in connection with this Agreement or the transactions contemplated hereby or the enforcement of any rights under this Agreementrespective Parties.
Appears in 1 contract
Governing Law; Exclusive Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, Delaware regardless of the laws that might otherwise govern under applicable principles of conflict conflicts of laws law thereof. The parties agree to the exclusive jurisdiction of the Courts of the State of Delaware with respect to any action, suit or proceeding arising out of or in connection with this Agreement or the transactions contemplated hereby or the enforcement of any rights under this Agreement.
Appears in 1 contract
Governing Law; Exclusive Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of DelawareDelaware for contracts made and to be fully performed in such state, regardless without giving effect to any choice-of-law rules that would require the application of the laws that might otherwise govern under applicable principles of conflict of laws thereofanother jurisdiction. The parties agree to the exclusive jurisdiction of the Courts of the State of Delaware with respect to any action, suit or proceeding arising out of or in connection with this Agreement or the transactions contemplated hereby or the enforcement of any rights under this Agreement.83
Appears in 1 contract
Governing Law; Exclusive Jurisdiction. (i) This Agreement and the relationship of the parties hereto shall be governed by, by and construed in accordance with, with the internal laws (and not the law of conflicts) of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflict of laws thereof. The parties agree to the exclusive jurisdiction of the Courts of the State of Delaware with respect to any action, suit or proceeding arising out of or in connection with this Agreement or the transactions contemplated hereby or the enforcement of any rights under this Agreement.
Appears in 1 contract
Samples: Share Repurchase Agreement (Theriva Biologics, Inc.)
Governing Law; Exclusive Jurisdiction. This Agreement shall and any dispute about which this Agreement is a subject will be governed by, by and construed in accordance with, with the laws applicable Laws of the State of Delaware, regardless without regard to choice of the laws that might otherwise govern under applicable law principles of conflict of laws thereofany jurisdiction. The parties Parties agree not to the exclusive jurisdiction of the Courts of the State of Delaware with respect bring any Proceeding related to any action, suit or proceeding arising out of or in connection with this Agreement in any court other than the state or the transactions contemplated hereby or the enforcement of any rights under this Agreementfederal courts located in Wilmington, Delaware.
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