Common use of Governing Law; Jurisdiction and Forum; Waiver of Jury Trial Clause in Contracts

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without reference to the choice of law principles thereof. (b) Each party hereto irrevocably submits to the jurisdiction of any Delaware state or federal court in any Action arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such action may be heard and determined in such Delaware state or federal court. Each party hereto hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The parties further agree, to the extent permitted by law, that final and unappealable judgment against any of them in any action or proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (c) Each party hereto waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any action, suit or proceeding arising out of or relating to this Agreement. Each party hereto certifies that it has been induced to enter into this Agreement or instrument by, among other things, the mutual waivers and certifications set forth above in this Section 12.3.

Appears in 1 contract

Samples: Sale and Purchase Agreement (Mattel Inc /De/)

AutoNDA by SimpleDocs

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws internal Laws of the State of Delaware Delaware, without reference to the choice choice-of-law or conflicts of law principles thereofthat would result in the application of the Laws of a different jurisdiction. (b) Each party hereto Both Parties irrevocably submits submit to the exclusive jurisdiction of any the Delaware state or federal court Courts of Chancery in any Action arising out of or relating to this Agreement, and hereby irrevocably agrees agree that all claims in respect of such action Action may be heard and determined in such Delaware state or federal courtcourts. Each party hereto Both Parties hereby irrevocably waiveswaive, to the fullest extent it that they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceedingAction. The parties Parties further agree, to the extent permitted by lawLaw, that final and unappealable judgment against any of them in any action or proceeding Action contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (c) Each party hereto waivesBoth Parties waive, to the fullest extent permitted by applicable lawLaw, any right it they may have to a trial by jury in respect of any action, suit or proceeding Action arising out of or relating to this Agreement. Each party hereto certifies Both Parties certify that it has they have been induced to enter into this Agreement or instrument by, among other things, the mutual waivers and certifications set forth above in this Section 12.39.2.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (AOL Inc.)

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware New York applicable to contracts executed and to be performed wholly within such State and without reference to the choice of choice-of-law principles thereofthat would result in the application of the laws of a different jurisdiction. (b) Each party hereto to this Agreement irrevocably submits to the jurisdiction of any Delaware New York state or federal court in any Action arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such action Action may be heard and determined in such Delaware New York state or federal court. Each party hereto to this Agreement hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceedingAction. The parties further agree, to the extent permitted by lawLaw, that final and unappealable judgment against any of them in any action or proceeding Action contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (c) Each party hereto to this Agreement waives, to the fullest extent permitted by applicable lawLaw, any right it may have to a trial by jury in respect of any action, suit or proceeding Action arising out of or relating to this Agreement. Each party hereto to this Agreement certifies that it has been induced to enter into this Agreement or instrument by, among other things, the mutual waivers and certifications set forth above in this Section 12.311.2.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Cardinal Health Inc)

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (a) This Agreement shall and the rights and obligations of the parties hereunder are to be governed by and construed and interpreted in accordance with the laws Laws of the State of Delaware New York applicable to contracts made and to be performed wholly within New York, without reference regard to the choice or conflict of law principles thereoflaws rules. (b) Each party hereto irrevocably submits to the jurisdiction of any Delaware New York state or federal court in any Action arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such action Action may be heard and determined in such Delaware New York state or federal court. Each party hereto hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceedingAction. The parties further agree, to the extent permitted by lawLaw, that final and unappealable judgment against any of them in any action or proceeding Action contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (c) Each party hereto waives, to the fullest extent permitted by applicable lawLaw, any right it may have to a trial by jury in respect of any action, suit or proceeding Action arising out of or relating to this Agreement. Each party hereto certifies that it has been induced to enter into this Agreement or instrument by, among other things, the mutual waivers and certifications set forth above in this Section 12.310.8.

Appears in 1 contract

Samples: Stock Purchase Agreement (EVCI Career Colleges Holding Corp)

AutoNDA by SimpleDocs

Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware New York without reference to the choice of law principles thereof. (b) Each party hereto irrevocably submits to the jurisdiction of any Delaware New York state or federal court in any Action arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such action may be heard and determined in such Delaware New York state or federal court. Each party hereto hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The parties further agree, to the extent permitted by law, that final and unappealable judgment against any of them in any action or proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (c) Each party hereto waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any action, suit or proceeding arising out of or relating to this Agreement. Each party hereto certifies that it has been induced to enter into this Agreement or instrument by, among other things, the mutual waivers and certifications set forth above in this Section 12.311.2.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Interactive Data Corp/Ma/)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!