Common use of Governing Law; Exclusive Jurisdiction Clause in Contracts

Governing Law; Exclusive Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law principles thereof. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of any federal court located in the District of Delaware or state court in Delaware having jurisdiction, in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process.

Appears in 3 contracts

Samples: Exclusive Development and Supply Agreement (Eton Pharmaceuticals, Inc.), Exclusive Development and Supply Agreement (Eton Pharmaceuticals, Inc.), Exclusive Development and Supply Agreement (Eton Pharmaceuticals, Inc.)

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Governing Law; Exclusive Jurisdiction. This All provisions of this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to regardless of the laws that might otherwise govern under applicable principles of conflicts of law principles laws thereof. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of any federal court located in Court of Chancery of the District State of Delaware or state court in Delaware having jurisdictionDelaware, in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process. Each party agrees not to commence any legal proceedings related hereto except in such courts.

Appears in 3 contracts

Samples: Acquisition Agreement (Surf Air Mobility Inc.), Acquisition Agreement (Surf Air Mobility Inc.), Acquisition Agreement (Surf Air Mobility Inc.)

Governing Law; Exclusive Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law principles thereof. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of any federal court located in the District of the State of Delaware or state court in Wilmington, Delaware having jurisdiction, in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process.

Appears in 2 contracts

Samples: License Agreement (Harrow Health, Inc.), License Agreement (Harrow Health, Inc.)

Governing Law; Exclusive Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to regardless of the laws that might otherwise govern under applicable principles of conflicts of law principles laws thereof. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of any federal court located in within the District State of Delaware or state court in Delaware having jurisdictionDelaware, in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons Persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process. Each party agrees not to commence any legal proceedings related hereto except in such courts.

Appears in 2 contracts

Samples: Share Purchase Agreement, Share Purchase Agreement (Cornerstone OnDemand Inc)

Governing Law; Exclusive Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to Delaware regardless of the laws that might otherwise govern under applicable principles of conflicts of law principles laws thereof. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of any federal court located in with appropriate subject matter jurisdiction within the District State of Delaware or state court in Delaware having jurisdiction, in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons Persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process.

Appears in 1 contract

Samples: Merger Agreement (Aspect Software Group Holdings Ltd.)

Governing Law; Exclusive Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to regardless of the laws that might otherwise govern under applicable principles of conflicts of law principles laws thereof. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of any federal court located in the District within New York County, State of Delaware or state court in Delaware having jurisdictionNew York, in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware New York for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Mediscience Technology Corp)

Governing Law; Exclusive Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to regardless of the laws that might otherwise govern under applicable principles of conflicts of law principles laws thereof. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of any federal court located in the District within New Castle County, State of Delaware or state court in Delaware having jurisdictionDelaware, in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons Persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process. Subject to Section 2.9(b)(ii) hereof, each party agrees not to commence any legal proceedings related hereto except in such courts.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Millennial Media Inc.)

Governing Law; Exclusive Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law principles thereof. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of any federal court located in the District of Delaware or state court in Delaware Wilmington, Delaware, having jurisdiction, in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process.

Appears in 1 contract

Samples: Asset Purchase Agreement (Eton Pharmaceuticals, Inc.)

Governing Law; Exclusive Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to regardless of the Laws that might otherwise govern under applicable principles of conflicts of law principles Laws thereof. Each of the parties hereto Parties irrevocably (a) consents to the exclusive jurisdiction and venue of any federal court located in within the District State of Delaware or state court in Delaware having jurisdictionDelaware, in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, ; (b) agrees that process may be served upon them in any manner authorized by laws the Laws of the State of Delaware for such persons Persons; and (c) waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and process. Each Party agrees not to commence any legal proceedings related hereto except in such processcourts.

Appears in 1 contract

Samples: Asset Purchase Agreement (Alarm.com Holdings, Inc.)

Governing Law; Exclusive Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to regardless of the laws that might otherwise govern under applicable principles of conflicts of law principles laws thereof. Each Except as otherwise specifically provided herein, each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of any federal court located in within the District State of Delaware or state court in Delaware having jurisdictionDelaware, in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons Persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process. Subject to Section 9.9 hereof, each party agrees not to commence any legal proceedings related hereto except in such courts.

Appears in 1 contract

Samples: Merger Agreement (API Technologies Corp.)

Governing Law; Exclusive Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to regardless of the laws that might otherwise govern under applicable principles of conflicts of law principles laws thereof. Each Subject to Section 8.4(h) hereof, each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of any federal court located in the District within Broward County, State of Delaware or state court in Delaware having jurisdictionFlorida, in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process. Subject to Section 8.4(h) hereof, each party agrees not to commence any legal proceedings related hereto except in such courts.

Appears in 1 contract

Samples: Merger Agreement (Swisher Hygiene Inc.)

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Governing Law; Exclusive Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to regardless of the laws that might otherwise govern under applicable principles of conflicts of law principles laws thereof. Each Subject to Section 4.2(b), Section 7.4(a) and Section 9.9 hereof, each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of any federal court located in within the District State of Delaware or state court in Delaware having jurisdictionDelaware, in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons Persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process. Subject to Section 4.2(b), Section 7.4(a) and Section 9.9 hereof, each party agrees not to commence any legal proceedings related hereto except in such courts.

Appears in 1 contract

Samples: Merger Agreement (Cornerstone OnDemand Inc)

Governing Law; Exclusive Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law principles thereof. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of any federal court located in the District State of Delaware or state court in Delaware having jurisdiction, in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process.

Appears in 1 contract

Samples: Asset Purchase Agreement (Imprimis Pharmaceuticals, Inc.)

Governing Law; Exclusive Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to regardless of the laws that might otherwise govern under applicable principles of conflicts of law principles laws thereof. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of any federal court located in with appropriate subject matter jurisdiction within the District State of Delaware or state court in Delaware having jurisdiction, in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons Persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process.

Appears in 1 contract

Samples: Merger Agreement (Streamline Health Solutions Inc.)

Governing Law; Exclusive Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to regardless of the laws that might otherwise govern under applicable principles of conflicts of law principles laws thereof. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of the Delaware Chancery Court and any federal appellate court located thereto in the District State of Delaware or state court in Delaware having jurisdictionDelaware, in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process. Each party agrees not to commence any legal proceedings related hereto except in such courts.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Fusion-Io, Inc.)

Governing Law; Exclusive Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to regardless of the laws that might otherwise govern under applicable principles of conflicts of law principles laws thereof. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of any federal court located in within the District State of Delaware or state court in Delaware having jurisdictionDelaware, in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process. Each party agrees not to commence any legal proceedings related hereto except in such courts.

Appears in 1 contract

Samples: Optional Secondary Sale Agreement (Icx Technologies Inc)

Governing Law; Exclusive Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to regardless of the laws that might otherwise govern under applicable principles of conflicts of law principles laws thereof. Each Subject to Section 8.6(c) hereof, each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of any federal court located in within the District State of Delaware or state court in Delaware having jurisdictionDelaware, in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process.

Appears in 1 contract

Samples: Share Purchase Agreement (Salesforce Com Inc)

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