Common use of Governing Law Jurisdiction Venue Service of Process Clause in Contracts

Governing Law Jurisdiction Venue Service of Process. 12.2.1. This Agreement and any Dispute will be governed by and construed and enforced in accordance with the laws of the State of Delaware, U.S.A., without reference to conflicts of laws principles. 12.2.2. Subject to the provisions of Section 12.1, each Party by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the District of Delaware (or, if but only if such court lacks, or will not exercise, subject matter jurisdiction over the entirety of a Dispute, the Court of Chancery of the State of Delaware, or, if but only if such court lacks, or will not exercise, subject matter jurisdiction over the entirety of a Dispute, the Superior Court of the State of Delaware, with respect to the Dispute) for the purpose of any Dispute arising between the Parties in connection with this Agreement (each, an “Action”) and (b) hereby waives to the extent not prohibited by Applicable Law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that venue in the above-named courts is improper, that its property is exempt or immune from attachment or execution, that any such Action brought in the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by such courts and (c) hereby agrees not to commence any such Action other than before the above-named courts. Notwithstanding the previous sentence, a Party may commence any Action in a court other than the above-named court solely for the purpose of enforcing an order or judgment issued by the above-named court. 12.2.3. Each Party hereby agrees that service of process: (a) made in any manner permitted by Delaware law, or (b) made by overnight express courier service (signature required), prepaid, at its address specified pursuant to Section 12.7, will constitute good and valid service of process in any such Action and (c) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such Action any claim that service of process made in accordance with clause (a) or (b) does not constitute good and valid service of process.

Governing Law Jurisdiction Venue Service of Process. 12.2.1. This Agreement and any Dispute will be governed by and construed and enforced in accordance with the laws of the State of Delaware, U.S.A., without reference to conflicts of laws principles. 12.2.2. Subject to the provisions of Section 12.1, each Party by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the District of Delaware (or, if but only if such court lacks, or will not exercise, subject matter jurisdiction over the entirety of a Dispute, the Court of Chancery of the State of Delaware, or, if but only if such court lacks, or will not exercise, subject matter jurisdiction over the entirety of a Dispute, the Superior Court of the State of Delaware, with respect to the Dispute) for the purpose of any Dispute arising between the Parties in connection with this Agreement (each, an “Action”) and (b) hereby waives to the extent not prohibited by Applicable Law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that venue in the above-named courts is improper, that its property is exempt or immune from attachment or execution, that any such Action brought in the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by such courts and (c) hereby agrees not to commence any such Action other than before the above-named courts. Notwithstanding the previous sentence, a Party may commence any Action in a court other than the above-named court solely for the purpose of enforcing an order or judgment issued by the above-named court. 12.2.3. Each Party hereby agrees that service of process: (a) made in any manner permitted by Delaware law, law or (b) made by overnight express courier service (signature required), prepaid, at its address specified pursuant to Section 12.712.8, will constitute good and valid service of process in any such Action and (c) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such Action any claim that service of process made in accordance with clause (a) or (b) does not constitute good and valid service of process.

Governing Law Jurisdiction Venue Service of Process. 12.2.1. This Agreement Limited Guaranty, and any Dispute will all claims and causes of action arising out of, based upon, or related to this Limited Guaranty or the negotiation, execution or performance hereof, shall be governed by by, and construed construed, interpreted and enforced in accordance with with, the laws Laws of the State of Delaware, U.S.A.without regard to choice or conflict of law principles that would result in the application of any Laws other than the Laws of the State of Delaware. Any legal action, without reference suit or proceeding arising out of, based upon or relating to conflicts this Limited Guaranty or the transactions contemplated hereby shall be brought solely in the Court of laws principles. 12.2.2Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the County of New Castle County in the State of Delaware) and any direct appellate court therefrom. Subject to Each of the provisions of Section 12.1, each Party by its execution hereof, (a) parties hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any legal action, suit or proceeding arising out of, based upon or relating to this Limited Guaranty and the United States District Court for the District of Delaware (or, if but only if such court lacks, or rights and obligations arising hereunder and agrees that it will not exercisebring any action arising out of, subject matter jurisdiction over the entirety of a Dispute, the Court of Chancery based upon or related to this Limited Guaranty in any other court. Each of the State of Delaware, or, if but only if such court lacks, or will not exercise, subject matter jurisdiction over the entirety of a Dispute, the Superior Court of the State of Delaware, with respect to the Dispute) for the purpose of any Dispute arising between the Parties in connection with this Agreement (each, an “Action”) and (b) parties hereto hereby waives to the extent not prohibited by Applicable Lawirrevocably waives, and agrees not to assert, by way of motion, assert as a defense defense, counterclaim or otherwise, in any such Actionlegal action, suit or proceeding arising out of, based upon or relating to this Limited Guaranty, (a) any claim that it is not personally subject personally to the jurisdiction of the above-named courts, that venue in the above-above named courts is improperfor any reason other than the failure to serve process as set forth below, (b) any claim that it or its property is exempt or immune from attachment or execution, that jurisdiction of any such Action court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the above-named courts should be dismissed on grounds venue of forum non convenienssuch suit, should be transferred action or removed to any court other than the above-named courtsproceeding is improper or (iii) this Limited Guaranty, or should be stayed by reason of the pendency of some other proceeding in any other court other than the above-named courts, or that this Agreement or the subject matter hereof mater hereof, may not be enforced in or by such courts and (c) hereby agrees not to commence any such Action other than before the above-named courts. Notwithstanding Each of the previous sentence, a Party may commence any Action in a court other than the above-named court solely for the purpose of enforcing an order or judgment issued by the above-named court. 12.2.3. Each Party hereby parties hereto agrees that service of process: (a) made in any manner permitted by Delaware law, or (b) made by overnight express courier service (signature required), prepaid, at its address specified pursuant to Section 12.7, will constitute good and valid service of process upon such party in any such Action and (c) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such Action any claim that service of process made action shall be effective if notice is given in accordance with clause (a) or (b) does not constitute good and valid service Section 13 of processthis Limited Guaranty.

Governing Law Jurisdiction Venue Service of Process. 12.2.1. This Agreement and any Dispute will be governed by and construed and enforced in accordance with the laws of the State of Delaware, U.S.A., without reference to conflicts of laws principles. 12.2.2. Subject to the provisions of Section 12.1, each Party by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the District of Delaware (or, if but only if such court lacks, or will not exercise, subject matter jurisdiction over the entirety of a Dispute, the Court of Chancery of the State of Delaware, or, if but only if such court lacks, or will not exercise, subject matter jurisdiction over the entirety of a Dispute, the Superior Court of the State of Delaware, with respect to the Dispute) for the purpose of any Dispute arising between the Parties in connection with this Agreement (each, an “Action”) and (b) hereby waives to the extent not prohibited by Applicable Law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that venue in the above-named courts is improper, that its property is exempt or immune from attachment or execution, that any such Action brought in the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by such courts and (c) hereby agrees not to commence any such Action other than before the above-named courts. Notwithstanding the previous sentence, a Party may commence any Action in a court other than the above-named court solely for the purpose of enforcing an order or judgment issued by the above-named court. 12.2.3. Each Party hereby agrees that service of process: (a) made in any manner permitted by Delaware law, or (b) made by overnight express courier service (signature required), prepaid, at its address specified pursuant to Section 12.7, will constitute good and valid service of process in any such Action and (c) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such Action any claim that service of process made in accordance with clause (a) or (b) does not constitute good and valid service of process.

Governing Law Jurisdiction Venue Service of Process. 12.2.1. This Agreement and any Dispute will be governed by and construed and enforced in accordance with the laws of the State of Delaware, U.S.A., without reference to conflicts of laws principles. 12.2.2. Subject to the provisions of Section 12.1, each Party by its execution hereof, (a) THIS AGREEMENT SHALL BE CONSTRUED, PERFORMED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS THEREOF TO THE EXTENT SUCH PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. (b) Each party hereby irrevocably submits and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court for the Southern District of Delaware (New York or, if but only if such court lacks, or will does not exercise, subject matter jurisdiction over the entirety of a Disputehave jurisdiction, the New York State Supreme Court in the borough of Chancery Manhattan (the “New York Courts”), in any action or proceeding arising out of or relating to this Agreement or the activities or the transactions contemplated hereby or for recognition or enforcement of any judgment relating hereto. The parties shall take such actions as are within their control to cause any matter contemplated hereby to be assigned to the Commercial Division of the State of Delaware, or, if but only if Supreme Court. Each party agrees that a final judgment in any such court lacks, action or proceeding will not exercise, subject matter jurisdiction over be conclusive and may be enforced in other jurisdictions by suit on the entirety of a Dispute, the Superior Court of the State of Delaware, with respect to the Dispute) for the purpose of judgment or in any Dispute arising between the Parties in connection with this Agreement (each, an “Action”) and (b) hereby waives to the extent not prohibited other manner provided by Applicable Law. (c) Each party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and agrees not to assert, by way of motion, as a defense or otherwise, in any such Actioneffectively do so, any claim objection or defense which it may now or hereafter have that it is not subject personally to the jurisdiction of the above-named courtsNew York Courts or to the laying of venue of any suit, that venue in the above-named courts is improper, that its property is exempt action or immune from attachment proceeding arising out of or execution, that any such Action brought in the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed relating to any court other than the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than the above-named courts, or that this Agreement or the subject matter hereof may not be enforced activities or the transactions contemplated hereby in any New York Court. Each party hereby irrevocably waives, to the fullest extent permitted by Applicable Law, the defense of an inconvenient forum to the maintenance of such action or by such courts and (c) hereby agrees not to commence proceeding in any such Action other than before the above-named courts. Notwithstanding the previous sentence, a Party may commence any Action in a court other than the above-named court solely for the purpose of enforcing an order or judgment issued by the above-named courtNew York Court. 12.2.3. (d) Each Party hereby agrees that service of process: (a) made in any manner permitted by Delaware law, or (b) made by overnight express courier service (signature required), prepaid, at its address specified pursuant party irrevocably consents to Section 12.7, will constitute good and valid service of process in the manner provided for notices in Section 13.03. Nothing in this Agreement will affect the right of any such Action and (c) waives and agrees not party to assert (by way of motion, as a defense, or otherwise) this Agreement to serve process in any such Action any claim that service of process made in accordance with clause (a) or (b) does not constitute good and valid service of processother manner permitted by Applicable Law.