Governing Law; Jurisdiction. This Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Alibaba Group Holding LTD), Merger Agreement (Chuanwei Zhang), Merger Agreement (China Ming Yang Wind Power Group LTD)
Governing Law; Jurisdiction. This Agreement shall THIS INDENTURE AND EACH OTHER NOTES DOCUMENT (EXCEPT, IN THE CASE OF THE OTHER NOTES DOCUMENTS, TO THE EXTENT EXPLICITLY SET FORTH THEREIN), AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH OTHER NOTES DOCUMENT, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The Company and each Guarantor irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes, the Trustee and the Collateral Agent, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture, the Notes or the Note Guarantees may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company and each Guarantor irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum. The Company agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Company at its address set forth in Section 19.03 or at such other address of which the Trustee shall have been notified pursuant thereto. Nothing in this Indenture or in any other Notes Document shall affect any right that the venue Trustee, the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding to enforce any award or judgment or exercise any right under the Collateral Documents or against any Collateral or any other Property of any Note Party in the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not courts of another forum in which jurisdiction can be enforced in or by any of the above-named courtsestablished.
Appears in 4 contracts
Samples: Indenture (NanoString Technologies Inc), Indenture (NanoString Technologies Inc), Indenture (Invitae Corp)
Governing Law; Jurisdiction. This Agreement shall be interpreted, construed and governed by and construed in accordance with the Laws laws of the State of New York York, without regard giving effect to the conflicts choice of law or conflict of laws principles thereof. Notwithstanding The Underwriter and the foregoingCompany: (a) agrees that any legal suit, the following matters action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub instituted exclusively in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws Supreme Court of the State of New York out of or relating to this Agreement shall be heard and determined exclusively in any York, New York federal court sitting County, or in the Borough of Manhattan of The City United States District Court for the Southern District of New York; provided, however, that if such federal court does not (b) waives any objection which it may have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit now or hereafter to the exclusive venue of any such suit, action or proceeding; and (c) irrevocably consents to the jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws Supreme Court of the State of New York, New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defenseCounty, or otherwiseof the United States District Court for the Southern District of New York in any such suit, action or proceeding. The Underwriter and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such Actionsuit, any claim that it is not subject personally action or proceeding, and service of process upon the Underwriter mailed by certified mail to the jurisdiction Underwriter’s address or delivered via overnight delivery shall be deemed in every respect effective service of process upon the above-named courtsUnderwriter, that its property is exempt in any such suit, action or immune from attachment or executionproceeding. THE COMPANY (ON BEHALF OF ITSELF, that the Action is brought in an inconvenient forumTHE SUBSIDIARIES AND, that the venue of the Action is improperTO THE FULLEST EXTENT PERMITTED BY LAW, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courtsON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS.
Appears in 4 contracts
Samples: Underwriting Agreement (Mind Technology, Inc), Underwriting Agreement (Mind Technology, Inc), Underwriting Agreement (Mitcham Industries Inc)
Governing Law; Jurisdiction. This Agreement shall THIS INDENTURE, THE GUARANTEE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE, THE GUARANTEE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF). Each of Company and the Reference Entity irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against the Company or the Reference Entity with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture, the Guarantee or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Mergereach such court in personam, the vesting of the rights, property, choses in generally and unconditionally with respect to any action, businesssuit or proceeding for itself in respect of its properties, undertaking, goodwill, benefits, immunities assets and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs revenues. Each of the Company and Merger Sub. All Actions the Reference Entity irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising under out of or in connection with this Indenture, the laws Guarantee or the Notes brought in the courts of the State of New York out or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.
Appears in 4 contracts
Samples: Supplemental Indenture (Match Group, Inc.), Indenture (Iac/Interactivecorp), Indenture (Iac/Interactivecorp)
Governing Law; Jurisdiction. This Agreement shall of the Base Indenture shall, with respect to the Notes, be interpretedsuperseded in its entirety by this Section 17.03, construed and governed by any reference in the Base Indenture to such Section 11.08 shall, with respect to the Notes, be deemed to refer instead to this Section 17.03. THIS SUPPLEMENTAL INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS SUPPLEMENTAL INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF). The Issuer irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes, the Trustee and the Collateral Agent, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in accordance connection with this Supplemental Indenture or the Laws Notes or the Note Guarantees may be brought in the courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Issuer irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Supplemental Indenture brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.
Appears in 4 contracts
Samples: First Supplemental Indenture (Intercept Pharmaceuticals, Inc.), Exchange Agreement (Intercept Pharmaceuticals, Inc.), Subscription Agreement (Intercept Pharmaceuticals, Inc.)
Governing Law; Jurisdiction. (a) This Agreement and all claims arising in whole or in part out of, related to, based upon, or in connection herewith or the subject matter hereof, including, without limitation, the Commitment Letter, the Financing and the transactions contemplated thereby and any claims arising in whole or in part out of, related to, based upon, or connection with the Commitment Letter, the Financing or the transactions contemplated thereby, shall be interpreted, governed and construed and governed by and in accordance with the Laws of the State of New York without regard giving effect to the principles of conflicts of law principles thereof. Notwithstanding thereof or of any other jurisdiction that would result in the foregoingapplication of the Laws of any other jurisdiction.
(b) All Actions arising out of or relating to this Agreement, including any Action against any Financing Source arising out of this Agreement, the following matters Commitment Letter, the Financing or the transactions contemplated thereby, shall be heard and determined in the United States District Court for the Southern District of New York located in the City of New York, New York (or, if the United States District Court for the Southern District of New York located in the City of New York, New York declines to accept jurisdiction over any Action, in the New York State Court located in the City of New York, Borough of Manhattan, New York) and the Parties and Abbott hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum, improper venue or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 12.06(b) shall not constitute general consents to service of process in the State of New York and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the Parties and Abbott. Each Party and Abbott agrees that service of process upon such Person, as applicable, in any Action arising out of or relating to this Agreement shall be construed, performed effective if notice is given by overnight courier at the address set forth in Section 12.09. The Parties and Abbott agree that a final judgment in any such Action shall be conclusive and may be enforced in accordance with other jurisdictions by suit on the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary judgment or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting in the Borough of Manhattan of The City of New Yorkother manner provided by applicable Law; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting nothing in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit foregoing shall restrict any Party’s or Xxxxxx’x rights to the exclusive jurisdiction of seek any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defensepost-judgment relief regarding, or otherwiseany appeal from, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courtsa trial court judgment.
Appears in 4 contracts
Samples: Triage Purchase Agreement (Alere Inc.), Triage Purchase Agreement (Quidel Corp /De/), Purchase Agreement (Alere Inc.)
Governing Law; Jurisdiction. (a) This Agreement shall be interpreted, governed and construed and governed by and in accordance with the Laws of the State of New York without regard giving effect to the principles of conflicts of law principles thereof. Notwithstanding thereof or of any other jurisdiction that would result in the foregoing, the following matters arising out application of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or any other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. jurisdiction.
(b) All Actions arising under the laws of the State of New York out of or relating to this Agreement shall be heard and determined exclusively in any the United States District Court for the Southern District of New York federal court sitting located in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting (or, if the United States District Court for the Southern District of New York located in the Borough of Manhattan of The City of New York. Consistent with , New York declines to accept jurisdiction over any Action, in the preceding sentenceNew York State Court located in the City of New York, Borough of Manhattan, New York) and the parties hereto Parties and Abbott hereby (a) irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum, improper venue or lack of jurisdiction to the maintenance of any federal or state court sitting such Action. The consents to jurisdiction and venue set forth in the Borough this Section 11.06(b) shall not constitute general consents to service of Manhattan of The City of New York for the purpose of any Action arising under the laws of process in the State of New York and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the Parties and Abbott. Each Party and Abbott agrees that service of process upon such Person, as applicable, in any Action arising out of or relating to this Agreement brought shall be effective if notice is given by any party hereto overnight courier at the address set forth in Section 11.09. The Parties and (b) irrevocably waive, and Abbott agree not to assert by way of motion, defense, or otherwise, that a final judgment in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law; provided, however, that nothing in the foregoing shall restrict any of the aboveParty’s or Xxxxxx’x rights to seek any post-named courtsjudgment relief regarding, or any appeal from, a trial court judgment.
Appears in 4 contracts
Samples: Purchase Agreement (Alere Inc.), Purchase Agreement (Quidel Corp /De/), Purchase Agreement (Quidel Corp /De/)
Governing Law; Jurisdiction. This The Agreement shall be interpreted, construed and governed by and construed in accordance with the Laws law of the State of New York, without reference to that body of law concerning choice of law or conflicts of law, except that the General Corporation Law of the State of Delaware (“GCL”) shall apply to all matters governed by the GCL, including without limitation matters concerning the validity of grants of stock options and actions of the Board or Committee. The Company and the Employee agree that, subject to the agreement to arbitrate disputes set forth in Section 15.10, the sole and exclusive judicial venues for any dispute, difference, cause of action or legal action of any kind that any party, or any officer, director, employee, agent or permitted successor or assign of any party, relating in any manner whatsoever to Employee’s employment by the Company or WTAM, as the case may be, or to the termination thereof, including without limitation all disputes arising this Agreement (a “Proceeding”), shall be (a) the United States District Court for the Southern District of New York, if such court has statutory jurisdiction over the Proceeding and (b) the Supreme Court of the State of New York without regard to the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State County of New York out (collectively, the “New York Courts”). Each of or relating the parties hereby expressly (i) consents to this Agreement shall be heard and determined exclusively the personal jurisdiction of each of the New York Courts with respect to any Proceeding; (ii) agrees that service of process in any New York federal court sitting Proceeding may be effected upon such party in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively manner set forth in Section 15.1 (as well as in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought other manner prescribed by any party hereto law); and (biii) irrevocably waivewaives any objection, and agree not to assert by way whether on the grounds of motionvenue, defense, residence or otherwise, in any such Action, any claim that it is not subject personally to domicile or on the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, ground that the Action is Proceeding has been brought in an inconvenient forum, that the venue to any Proceeding brought in either of the Action is improperNew York Courts. Notwithstanding the foregoing, or that nothing in this Agreement or paragraph alters the transactions contemplated by parties’ agreement to arbitrate disputes as set forth in Section 15.10. As used in this Agreement may not be enforced in or by any Section 15.11, the “Company” shall refer to the Company and to WTAM and all successors and assigns of the above-named courtseither of them.
Appears in 4 contracts
Samples: Stock Option Agreement (WisdomTree Investments, Inc.), Stock Option Agreement (WisdomTree Investments, Inc.), Stock Option Agreement (WisdomTree Investments, Inc.)
Governing Law; Jurisdiction. This Agreement shall THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF). The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without or the courts of the United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of the Notes have been paid, hereby irrevocably consents and submits to the exclusive jurisdiction of each such court (except for proceedings instituted in regard to the conflicts enforcement of law principles thereofa judgment of any such court, as to which such jurisdiction is non-exclusive) in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. Notwithstanding The Company irrevocably and unconditionally waives, to the foregoingfullest extent permitted by law, any objection which it may now or hereafter have to the following matters laying of venue of any of the aforesaid actions, suits or proceedings arising out of or relating to in connection with this Agreement shall be construed, performed and enforced Indenture brought in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.
Appears in 4 contracts
Samples: Indenture (Camtek LTD), Indenture (Nova Measuring Instruments LTD), Indenture (Wix.com Ltd.)
Governing Law; Jurisdiction. This Agreement shall THIS SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Supplemental Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Supplemental Indenture brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.
Appears in 4 contracts
Samples: Fifth Supplemental Indenture (Tesla, Inc.), Fourth Supplemental Indenture (Tesla, Inc.), Third Supplemental Indenture (Tesla Motors Inc)
Governing Law; Jurisdiction. (a) This Agreement (and any claim or controversy arising out of or relating to this Agreement) shall be interpreted, construed and exclusively governed by and construed in accordance with the Laws laws of the State of New York York, without regard to the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out rules of or such state.
(b) Any Action relating to this Agreement Agreement, or the transactions contemplated hereby, shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub brought exclusively in the Company, U.S. District Court for the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State Southern District of New York out or, if for any reason the U.S. District Court for the Southern District of or relating to this Agreement shall be heard and determined exclusively in New York lacks subject matter jurisdiction, any New York federal State court sitting in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waiveCity, and agree not each Party irrevocably (i) agrees and consents to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not be subject personally to the jurisdiction of the above-named courtsU.S. District Court for the Southern District of New York or, if for any reason the U.S. District Court for the Southern District of New York lacks subject matter jurisdiction, any New York State court sitting in New York City and (ii) waives any objection which it may have at any time to the laying of venue of such Action brought in any such court, waives any claim that its property is exempt or immune from attachment or execution, that the such Action is has been brought in an inconvenient forumforum and further waives the right to object, with respect to such Action, that the venue such court does not have any jurisdiction over such Party. Each of the Action Purchaser Parent and Purchaser hereby irrevocably designates, appoints and empowers GSK plc, with offices located at 000 Xxxxx Xxxx Xxxx, Xxxxxxxxx Xxxxxxxxx XX0 0XX, Xxxxxxx, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf service of any legal process, summons notices and documents which may be served in any such Action. If for any reason GSK plc is improperunable or unwilling to continue to act as such designee, or that this Agreement or the transactions contemplated by this Agreement may not be enforced appointee and agent, each of Purchaser Parent and Purchaser agrees to immediately appoint a successor designee, appointee and agent in or by any of the above-named courtsNew York City acceptable to Seller Parent. THE PARTIES HEREBY AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH ANY SUCH ACTION IN THE MANNER PROVIDED IN SECTION 10.1, OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW, SHALL BE VALID AND SUFFICIENT SERVICE THEREOF AND HEREBY WAIVE ANY OBJECTIONS TO SERVICE ACCOMPLISHED IN THE MANNER HEREIN PROVIDED.
(c) THE PARTIES AGREE THAT THEY HEREBY IRREVOCABLY WAIVE AND AGREE TO CAUSE THEIR RESPECTIVE AFFILIATES TO WAIVE, THE RIGHT TO TRIAL BY JURY IN ANY ACTION TO ENFORCE OR INTERPRET THE PROVISIONS OF THIS AGREEMENT.
Appears in 4 contracts
Samples: Stock and Asset Purchase Agreement (Haleon PLC), Stock and Asset Purchase Agreement (Haleon PLC), Stock and Asset Purchase Agreement (Glaxosmithkline PLC)
Governing Law; Jurisdiction. This Agreement (a) Section 11.09 of the Base Indenture shall be interpretednot apply to the Notes.
(b) THE INDENTURE AND EACH NOTE, construed AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THE INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF). The Company irrevocably consents and governed by agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in accordance connection with the Laws Indenture or the Notes may be brought in the courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with the Indenture brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.
Appears in 4 contracts
Samples: Second Supplemental Indenture (TimkenSteel Corp), Convertible Notes Exchange Agreement (TimkenSteel Corp), First Supplemental Indenture (Horizon Global Corp)
Governing Law; Jurisdiction. This Agreement shall THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF). The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue . Each of the Action is improperparties hereto irrevocably waives any immunity to jurisdiction to which it may be entitled or become entitled (including without limitation sovereign immunity, immunity to pre-award attachment, immunity to post-award attachment or that otherwise) in any proceedings against it arising out of or based on this Agreement Indenture or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courtshereby.
Appears in 4 contracts
Samples: Indenture (Baidu, Inc.), Indenture (iQIYI, Inc.), Indenture (iQIYI, Inc.)
Governing Law; Jurisdiction. This Agreement shall THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE OR EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF). The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture or the Notes brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.
Appears in 3 contracts
Samples: Indenture (Welltower OP LLC), Indenture (Federal Realty OP LP), Indenture (Welltower OP LLC)
Governing Law; Jurisdiction. This Agreement shall be interpreteddeemed to have been executed and delivered in New York and both this Agreement and the transactions contemplated hereby shall be governed as to validity, construed and governed by interpretation, construction, effect, and in accordance with all other respects by the Laws laws of the State of New York York, without regard to the conflicts of law principles thereoflaws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Notwithstanding The Exclusive Managing Agent and the foregoingCompany: (a) agree that any legal suit, the following matters action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub instituted exclusively in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws Supreme Court of the State of New York out of or relating to this Agreement shall be heard and determined exclusively in any York, New York federal court sitting County, or in the Borough of Manhattan of The City United States District Court for the Southern District of New York; provided, however, that if such federal court does not (b) waive any objection which it may have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit or hereafter to the exclusive venue of any such suit, action or proceeding, and (c) irrevocably consent to the jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws Supreme Court of the State of New York, New York out County, or in the United States District Court for the Southern District of New York in any such suit, action or relating proceeding. The Exclusive Managing Agent and the Company further agree to this Agreement brought by accept and acknowledge service of any party hereto and (b) irrevocably waiveall process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agree not that service of process upon the Company mailed by certified mail to assert the Company’s address or delivered by way Federal Express via overnight delivery shall be deemed in every respect effective service of motion, defense, or otherwiseprocess upon the Company, in any such Actionsuit, action or proceeding, mailed by certified mail to each such Exclusive Managing Agent’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the served Exclusive Managing Agent, in any claim that it is not subject personally to the jurisdiction of the above-named courtssuch suit, that its property is exempt action or immune from attachment or executionproceeding. THE COMPANY (ON BEHALF OF ITSELF, that the Action is brought in an inconvenient forumTHE SUBSIDIARIES AND, that the venue of the Action is improperTO THE FULLEST EXTENT PERMITTED BY LAW, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courtsON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS.
Appears in 3 contracts
Samples: Agency Agreement (Orange REIT, Inc.), Agency Agreement (Orange REIT, Inc.), Agency Agreement (Orange REIT, Inc.)
Governing Law; Jurisdiction. This Agreement shall be interpretedTHIS INDENTURE, construed THE GUARANTEE AND EACH BOND SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO ANY CONFLICTS OF LAWS PROVISIONS THEREOF THAT WOULD APPLY THE LAWS OF ANOTHER JURISDICTION). By the execution and governed by and in accordance with the Laws delivery of this Indenture, each of the State of New York without regard to Company and the conflicts of law principles thereof. Notwithstanding the foregoingGuarantor (i) irrevocably designates and appoints, the following matters and acknowledges that it has irrevocably designated and appointed, Transocean Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the Bonds, the Guarantee or this Agreement shall Indenture that may be construedinstituted in any United States federal or New York state court in The City of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or, performed and enforced subject to Section 6.05, any Holder in accordance with the Laws any United States federal or New York state court in The City of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit New York, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon the courts Company and written notice of said service to the Cayman Islands: Company (mailed or delivered to its Secretary at its principal office specified in Section 17.03), shall be deemed in every respect effective service of process upon the MergerCompany in any such suit, the vesting of the rights, property, choses in action or proceeding. The Company further agrees to take any and all action, businessincluding the execution and filing of any and all such documents and instruments, undertaking, goodwill, benefits, immunities as may be necessary to continue such designation and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties appointment of the Company Board in full force and effect so long as any of the board Bonds shall be outstanding or any amounts shall be payable in respect of directors of Merger Sub and the internal corporate affairs any Bonds. Each of the Company and Merger Sub. All Actions arising under the laws Guarantor irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the State venue of New York out of any such action, suit or relating to this Agreement shall be heard and determined exclusively proceeding in any New York federal such court sitting in or any appellate court with respect thereto and irrevocably waives, to the Borough fullest extent permitted by law, the defense of Manhattan an inconvenient forum to the maintenance of The City of New York; providedany such action, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively suit or proceeding in any New York state court sitting in such court. To the Borough of Manhattan of The City of New York. Consistent with extent that the preceding sentence, Company or the parties hereto hereby (a) submit to the exclusive Guarantor has or hereafter may acquire any immunity from jurisdiction of any federal court or state court sitting from any legal process (whether through service of notice, attachment prior to judgment, attachment in the Borough aid of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waiveexecution, and agree not to assert by way of motion, defense, execution or otherwise) with respect to itself or its property, each of them hereby irrevocably waives such immunity in any such Actionrespect of its obligations under this Indenture, any claim that it is not subject personally the Bonds and the Guarantee, to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated extent permitted by this Agreement may not be enforced in or by any of the above-named courtslaw.
Appears in 3 contracts
Samples: Indenture (Transocean Inc), Indenture (Transocean Ltd.), Indenture (Transocean Inc)
Governing Law; Jurisdiction. This Agreement shall THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. THE APPLICATION TO THE NOTES OF THE PROVISIONS SET OUT IN ARTICLES 470-1 TO 470-19 OF THE LUXEMBOURG LAW ON COMMERCIAL COMPANIES DATED AUGUST 10, 1915, AS AMENDED, IS EXCLUDED. The Issuers, the Parent and any Guarantor each irrevocably consent and agree, for the benefit of the holders from time to time of the Notes, the Second Lien Trustee and the Second Lien Collateral Agent, that any legal action, suit or proceeding against any of them with respect to its obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting United States located in the Borough of Manhattan of The City of New York; providedManhattan, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting City, New York and, until amounts due and to become due in respect of the Borough of Manhattan of The City of New York. Consistent with the preceding sentenceNotes have been paid, the parties hereto hereby (a) irrevocably consent and submit to the non exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any federal action, suit or state court sitting proceeding for itself and in the Borough respect of Manhattan of its properties, assets and revenues. The City of New York for the purpose Issuer hereby irrevocably and unconditionally designates and appoints ST Shared Services LLC, 000 XxXxxxxxx Xxxx., Hazelwood, MO 63042, U.S.A. (and any successor entity) as its authorized agent to receive and forward on its behalf service of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, all process which may be served in any such Actionsuit, action or proceeding in any claim such court and agrees that it is not subject personally service of process upon ST Shared Services LLC shall be deemed in every respect effective service of process upon the Issuer in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the jurisdiction Issuer, as the case may be. Said designation and appointment shall be irrevocable. Nothing in this Section 14.08 shall affect the right of the above-named courts, that its property is exempt holders to serve process in any manner permitted by law or immune from attachment or execution, that limit the Action is brought in an inconvenient forum, that the venue right of the Action is improper, or that this Agreement holders to bring proceedings against a Guarantor or the transactions contemplated by this Agreement Issuers in the courts of any jurisdiction or jurisdictions. The Issuer further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may not be enforced necessary to continue such designation and appointment set forth in or by the immediately preceding sentence in full force and effect so long as the Notes are outstanding. The Issuer hereby irrevocably and unconditionally authorizes and directs its agent to accept such service on its behalf. If for any reason any authorized agent ceases to be available to act as such, the Issuer agrees to designate a new agent in the United States of the above-named courtsAmerica.
Appears in 3 contracts
Samples: Indenture (Mallinckrodt PLC), Indenture (Mallinckrodt PLC), Indenture (Mallinckrodt PLC)
Governing Law; Jurisdiction. (a) This Agreement and all disputes, controversies or claims relating to, arising out of or under, or in connection with this Agreement and the transactions contemplated hereby, including the negotiation, execution and performance hereunder, shall be interpretedgoverned by, and construed and governed by and in accordance with, the internal substantive laws of the State of New York, excluding, to the greatest extent a New York court would permit, the application of the laws of any other jurisdiction. Each of the Parties irrevocably and unconditionally submits to the sole and exclusive personal jurisdiction of (i) the courts of the State of New York, and (ii) the United States District Court for the Southern District of New York (together with appropriate appellate courts therefrom, the Laws “New York Courts”), for the purposes of any dispute, claim, controversy, suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby or thereby. Each of the Parties hereto further agrees and covenants (i) to commence any such action, suit or proceeding either in the United States District Court for the Southern District of New York or, if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the courts of the State of New York without regard and (ii) to not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. Each of the Parties hereby irrevocably and unconditionally consents to service of any process, summons, notice or document by U.S. prepaid certified or registered mail to such Party’s respective address set forth above in Section 10.04 and agrees that such service shall be effective service of process for any action, suit or proceeding in the New York Courts with respect to any matters to which it has submitted to jurisdiction in this Section 10.12. Nothing herein shall be deemed to limit or prohibit service of process by any other manner as may be permitted by Applicable Law. Each of the Parties irrevocably and unconditionally waives any objection to the conflicts laying of law principles thereof. Notwithstanding the foregoingvenue of any action, the following matters suit or proceeding arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by hereby in the New York Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.
(b) Each of the Parties hereto hereby agrees that a final judgment in any dispute, claim, controversy, suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby or thereby shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by any of the above-named courtsApplicable Law.
(c) EACH PARTY HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF. EACH OF THE PARTIES HERETO (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.12(c).
Appears in 3 contracts
Samples: Internalization Agreement (MN8 Energy, Inc.), Internalization Agreement (MN8 Energy, Inc.), Internalization Agreement (MN8 Energy, Inc.)
Governing Law; Jurisdiction. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be interpreted, construed and governed by and in accordance with the Laws internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York without regard to or any other jurisdictions) that would cause the conflicts application of law principles thereofthe laws of any jurisdictions other than the State of New York. Notwithstanding the foregoing, the following matters The parties hereby agree that all actions or proceedings arising out of directly or relating to indirectly from or in connection with this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub litigated only in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws Supreme Court of the State of New York out or the United States District Court for the Southern District of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting located in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of County, New York. Consistent with the preceding sentence, the The parties hereto hereby (a) submit consent to the exclusive jurisdiction and venue of the foregoing courts and consent that any federal process or state court sitting in the Borough notice of Manhattan motion or other application to any of The City of New York for the purpose of any Action arising under the laws of said courts or a judge thereof may be served inside or outside the State of New York out or the Southern District of or relating New York by registered mail, return receipt requested, directed to the party being served at its address set forth on the signature ages to this Agreement brought (and service so made shall be deemed complete three (3) days after the same has been posted as aforesaid) or by personal service or in such other manner as may be permissible under the rules of said courts. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any party hereto and (b) irrevocably waiveobjection which it may now or hereafter have to the laying of the venue of any such suit, and agree not to assert by way of motion, defenseaction, or otherwise, proceeding brought in any such Action, a court and any claim that it is not subject personally to the jurisdiction of the above-named courtssuit, that its property is exempt action, or immune from attachment or execution, that the Action is proceeding has been brought in an inconvenient forum. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, that the venue of the Action is improperAND AGREES NOT TO REQUEST, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courtsA JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
Appears in 3 contracts
Samples: Make Good Agreement (China Yida Holding, Co.), Share Exchange Agreement (Applied Spectrum Technologies Inc), Make Good Agreement (China Sky One Medical, Inc.)
Governing Law; Jurisdiction. This Agreement and the legal relations thus created between the parties hereto (including, without limitation, any dispute arising out of or related to this Agreement) shall be interpreted, construed and governed by and construed under and in accordance with the Laws internal laws of the State of New York without regard reference to its principles of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court located in the State of New York in New York County, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each party hereto submits itself and its property to the conflicts exclusive jurisdiction of law principles thereofthe foregoing courts with respect to such disputes. Notwithstanding The parties hereto acknowledge and agree that this Agreement was executed and delivered in the foregoingState of New York, that IAC is headquartered in New York City and that, in the following matters course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or relating related to this Agreement shall be construedAgreement, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and that the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out of or relating to do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be heard governed by and determined exclusively construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York federal court sitting in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any York County or an appropriate New York state court sitting located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the Borough State of Manhattan of The City of Delaware in New York. Consistent with the preceding sentenceCastle County, the parties and, in such case, each party hereto hereby (a) submit submits itself and its property to the exclusive jurisdiction of any federal or state court sitting in the Borough foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of Manhattan of The City of New York for the purpose process may be made by mailing a copy of any Action arising under relevant document to the laws address of the State party set forth above, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of New York inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or relating related to this Agreement, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards any dispute between the parties hereto arising out of or related to this Agreement brought by any party hereto and (biv) irrevocably waive, and agree not agrees that a judgment or order of any court referred to assert by way above in connection with any dispute between the parties hereto arising out of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally related to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement is conclusive and binding on it and may not be enforced against it in or by the courts of any of the above-named courtsother jurisdiction.
Appears in 3 contracts
Samples: Employment Agreement (Tree.com, Inc.), Employment Agreement (Tree.com, Inc.), Employment Agreement (Tree.com, Inc.)
Governing Law; Jurisdiction. This Agreement shall THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE. The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.
Appears in 3 contracts
Samples: Indenture (Indie Semiconductor, Inc.), Indenture (Porch Group, Inc.), Indenture (MP Materials Corp. / DE)
Governing Law; Jurisdiction. This Agreement shall THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Each of the Company and the Guarantors, if any, irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Mergereach such court in personam, the vesting of the rights, property, choses in generally and unconditionally with respect to any action, businesssuit or proceeding for itself in respect of its properties, undertaking, goodwill, benefits, immunities assets and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs revenues. Each of the Company and Merger Sub. All Actions the Guarantors, if any, irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising under out of or in connection with this Indenture brought in the laws courts of the State of New York out or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.
Appears in 3 contracts
Samples: Indenture (Bloom Energy Corp), Indenture (Bloom Energy Corp), Indenture (Bloom Energy Corp)
Governing Law; Jurisdiction. This Agreement letter agreement and the schedules hereto shall be interpreted, governed and construed and governed by and in accordance with the Laws laws of the State of New York York, without regard to the any applicable conflicts of law principles thereofthat would cause the application of the laws of any other jurisdiction. Notwithstanding the foregoing, the following matters All actions arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out of or relating to this Agreement letter agreement shall be heard and determined exclusively in any New York federal court sitting in the Borough of Manhattan of The the City of New York; , provided, however, that if such federal court does not have jurisdiction over such Actionaction, such Action action shall be heard and determined exclusively in any the New York state court sitting State Supreme Court Commercial Division in the Borough of Manhattan of The City of and for New York County, New York. Consistent with the preceding sentence, Each of the parties hereto hereby (a) submit irrevocably submits for itself and in respect of its property, generally and unconditionally, to the exclusive jurisdiction of any federal or state court sitting in of the Borough of Manhattan of The City of New York above-named courts for the purpose of any Action action arising under the laws of the State of New York out of or relating to this Agreement letter agreement brought by any party hereto and (b) irrevocably waivewaives, and agree agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any such Actionaction with respect to this letter agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this letter agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject personally to the jurisdiction of the above-named courtsaforesaid courts for any reason other than the failure to serve process in accordance with this Section 8, (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such 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 executionotherwise) and (iii) to the fullest extent permitted by applicable Law, any claim that (A) the Action action in such court is brought in an inconvenient forum, that (B) the venue of the Action such action is improperimproper or (C) this letter agreement, or that this Agreement or the transactions contemplated by this Agreement subject matter hereof, may not be enforced in or by any such courts. Each of the above-named courtsparties hereto agrees that mailing of process or other papers in connection with any such action in the manner provided herein or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof.
Appears in 3 contracts
Samples: Equity Commitment Letter (Zhou Xin), Equity Commitment Letter (Zhou Xin), Equity Commitment Letter (Zhou Xin)
Governing Law; Jurisdiction. This Agreement shall THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. THE APPLICATION TO THE NOTES OF THE PROVISIONS SET OUT IN ARTICLES 470-1 TO 470-19 OF THE LUXEMBOURG LAW ON COMMERCIAL COMPANIES DATED AUGUST 10, 1915, AS AMENDED, IS EXCLUDED. The Issuers, the Parent and any Guarantor each irrevocably consent and agree, for the benefit of the holders from time to time of the Notes, the First Lien Trustee and the First Lien Collateral Agent, that any legal action, suit or proceeding against any of them with respect to its obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting United States located in the Borough of Manhattan of The City of New York; providedManhattan, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting City, New York and, until amounts due and to become due in respect of the Borough of Manhattan of The City of New York. Consistent with the preceding sentenceNotes have been paid, the parties hereto hereby (a) irrevocably consent and submit to the non exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any federal action, suit or state court sitting proceeding for itself and in the Borough respect of Manhattan of its properties, assets and revenues. The City of New York for the purpose Issuer hereby irrevocably and unconditionally designates and appoints ST Shared Services LLC, 000 XxXxxxxxx Xxxx., Hazelwood, MO 63042, U.S.A. (and any successor entity) as its authorized agent to receive and forward on its behalf service of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, all process which may be served in any such Actionsuit, action or proceeding in any claim such court and agrees that it is not subject personally service of process upon ST Shared Services LLC shall be deemed in every respect effective service of process upon the Issuer in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the jurisdiction Issuer, as the case may be. Said designation and appointment shall be irrevocable. Nothing in this Section 14.08 shall affect the right of the above-named courts, that its property is exempt holders to serve process in any manner permitted by law or immune from attachment or execution, that limit the Action is brought in an inconvenient forum, that the venue right of the Action is improper, or that this Agreement holders to bring proceedings against a Guarantor or the transactions contemplated by this Agreement Issuers in the courts of any jurisdiction or jurisdictions. The Issuer further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may not be enforced necessary to continue such designation and appointment set forth in or by the immediately preceding sentence in full force and effect so long as the Notes are outstanding. The Issuer hereby irrevocably and unconditionally authorizes and directs its agent to accept such service on its behalf. If for any reason any authorized agent ceases to be available to act as such, the Issuer agrees to designate a new agent in the United States of the above-named courtsAmerica.
Appears in 3 contracts
Samples: Indenture (Mallinckrodt PLC), Indenture (Mallinckrodt PLC), Exchange Agreement (Mallinckrodt PLC)
Governing Law; Jurisdiction. This Agreement shall be interpreted, construed and governed by and construed in accordance with the Laws laws of the State of New York York, without regard giving effect to the conflicts choice of law or conflict of laws principles thereof. Notwithstanding Each of the foregoingUnderwriters and the Company: (a) agrees that any legal suit, the following matters action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub instituted exclusively in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws Supreme Court of the State of New York out of or relating to this Agreement shall be heard and determined exclusively in any York, New York federal court sitting County, or in the Borough of Manhattan of The City United States District Court for the Southern District of New York; provided, however, that if such federal court does not (b) waives any objection which it may have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit now or hereafter to the exclusive venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws Supreme Court of the State of New York, New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defenseCounty, or otherwiseof the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Underwriters and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such Actionsuit, any claim that it is not subject personally action or proceeding, and service of process upon the Underwriters mailed by certified mail to the jurisdiction Underwriter’s address or delivered via overnight delivery shall be deemed in every respect effective service of process upon the above-named courtsUnderwriters, that its property is exempt in any such suit, action or immune from attachment or executionproceeding. THE COMPANY (ON BEHALF OF ITSELF, that the Action is brought in an inconvenient forumTHE SUBSIDIARIES AND, that the venue of the Action is improperTO THE FULLEST EXTENT PERMITTED BY LAW, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courtsON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS.
Appears in 3 contracts
Samples: Underwriting Agreement (Pluristem Therapeutics Inc), Underwriting Agreement (Medicinova Inc), Underwriting Agreement (Medicinova Inc)
Governing Law; Jurisdiction. This Agreement shall THIS INDENTURE, EACH NOTE AND THE GUARANTEE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE, EACH NOTE AND THE GUARANTEE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Each of the Company and the Guarantor irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture, the Notes or the Guarantee may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States of America located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Mergereach such court in personam, the vesting of the rights, property, choses in generally and unconditionally with respect to any action, businesssuit or proceeding for itself in respect of its properties, undertaking, goodwill, benefits, immunities assets and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs revenues. Each of the Company and Merger Sub. All Actions the Guarantor irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising under out of or in connection with this Indenture brought in the laws courts of the State of New York out or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States of America located in the Borough of Manhattan of The City of New York; providedManhattan, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.
Appears in 2 contracts
Samples: Indenture (Ventas, Inc.), Indenture (PPL Corp)
Governing Law; Jurisdiction. This Agreement shall be interpreted, construed and governed by and in accordance with In view of the Laws fact that: (i) the Purchaser was formed pursuant to the laws of the State of New York without regard York; (iii) the Company was formed pursuant to the conflicts laws of the State of Wyoming and prior to the Effective Date of the Registration Statement intends to reincorporate in the State of Delaware; (iv) the principal place of business of the Purchaser is located in the State of New York; (vi) the principal place of business of the Company is presently located in Arizona; (vi) the Purchaser does business throughout the United States; and (viii) the Company contemplates doing business in North Dakota and other states, in order to avoid the question of which state law principles thereof. Notwithstanding the foregoingshall be applicable, the following matters arising out of or relating to this parties agree that: This Agreement shall in all respects be construed, performed governed, applied and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out and be deemed to be an agreement entered into in the State of or relating New York and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of law. Moreover, the parties agree that pursuant to Section 5-1401 of the General Obligations Law of New York, if applicable, this Agreement shall in all respects be heard construed, governed, applied and determined exclusively enforced in any New York federal court sitting in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent accordance with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of law. The parties hereby consent to and submit to the exclusive jurisdiction of the courts of the State of New York, County of New York, as properly having venue in any action or proceeding in relation to this Agreement. The parties hereby waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, County of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby knowingly, voluntarily and intentionally waive (to the extent permitted by applicable law) any right he, she or it may have to a trial by jury of any dispute arising under or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in that any such Actiondispute shall, at the option of any claim that it is not subject personally to the jurisdiction of the above-named courtsparty, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courtstried before a judge sitting without a jury.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Advantage Disposal Solutions, Inc.), Stock Purchase Agreement (Advantage Disposal Solutions, Inc.)
Governing Law; Jurisdiction. This Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.
Appears in 2 contracts
Samples: Merger Agreement (Alibaba Group Holding LTD), Merger Agreement (AutoNavi Holdings LTD)
Governing Law; Jurisdiction. This Agreement shall be interpreted, construed and governed by and construed in accordance with the Laws, but not the Laws governing conflicts of Laws (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law), of the State of New York without regard York; provided that the Indiana Business Corporation Law, including the provisions thereof governing the fiduciary duties of directors of a Indiana corporation, shall govern, as applicable, the internal affairs of Exelis and Vectrus, as the case may be. Subject to the conflicts provisions of law principles thereof. Notwithstanding Article IX of the foregoingDistribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b), the following matters arising out “Virginia Courts”), for the purposes of any suit, action or relating other proceeding to this Agreement shall be construed, performed and enforced compel arbitration or for provisional relief in aid of arbitration in accordance with the Laws Article IX of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of the courts Virginia Courts for the enforcement of any award issued thereunder. Each of the Cayman Islands: the MergerParties further agrees that service of any process, the vesting summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 11.6 of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out of or relating to this Distribution Agreement shall be heard and determined exclusively in effective service of process for any New York federal court sitting action, suit or proceeding in the Borough Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 5.7. Each of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard the Parties irrevocably and determined exclusively in unconditionally waives any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit objection to the exclusive jurisdiction laying of venue of any federal action, suit or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action proceeding arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not be enforced to plead or claim in any such court that any such action, suit or by proceeding brought in any of the above-named courtssuch court has been brought in an inconvenient forum.
Appears in 2 contracts
Samples: Tax Matters Agreement (Exelis Inc.), Tax Matters Agreement (Vectrus, Inc.)
Governing Law; Jurisdiction. This Agreement shall be interpreted, construed and governed by and construed in accordance with the Laws laws of the State of New York York, without regard giving effect to the conflicts choice of law or conflict of laws principles thereof. Notwithstanding Each of the foregoingUnderwriter and the Company: (a) agrees that any legal suit, the following matters action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub instituted exclusively in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws Supreme Court of the State of New York out of or relating to this Agreement shall be heard and determined exclusively in any York, New York federal court sitting County, or in the Borough of Manhattan of The City United States District Court for the Southern District of New York; provided, however, that if such federal court does not (b) waives any objection which it may have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit now or hereafter to the exclusive venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws Supreme Court of the State of New York, New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defenseCounty, or otherwiseof the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Underwriter and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such Actionsuit, any claim that it is not subject personally action or proceeding, and service of process upon the Underwriter mailed by certified mail to the jurisdiction Underwriter’s address or delivered via overnight delivery shall be deemed in every respect effective service of process upon the above-named courtsUnderwriter, that its property is exempt in any such suit, action or immune from attachment or executionproceeding. THE COMPANY (ON BEHALF OF ITSELF, that the Action is brought in an inconvenient forumTHE SUBSIDIARIES AND, that the venue of the Action is improperTO THE FULLEST EXTENT PERMITTED BY LAW, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courtsON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVE ANY RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE XXXXXXXXXX.
Appears in 2 contracts
Samples: Underwriting Agreement (Repros Therapeutics Inc.), Underwriting Agreement (Repros Therapeutics Inc.)
Governing Law; Jurisdiction. 34.1 This Deposit Agreement shall be interpreted, construed and governed by and construed in accordance with the Laws laws of the State of New York York, without regard to the principles of conflicts of law principles thereoflaw. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed The Parties and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby all Holders irrevocably (a) submit to the non-exclusive jurisdiction of any New York State court sitting in New York City or the courts of U.S. District Court for the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State Southern District of New York in any legal suit, action or proceeding arising out of or relating to this Agreement shall be heard Deposit Agreement, (b) waive, to the fullest extent they may effectively do so, any defense based on inconvenient forum, improper venue or lack of jurisdiction to the maintenance of any such legal suit, action or proceeding, and determined exclusively (c) waive all right to trial by jury in any legal suit, action, proceeding or counterclaim arising out of this Deposit Agreement or the transactions contemplated hereby. The Client also irrevocably agrees that any legal suit, action or proceeding against Computershare brought by the Client, arising out of or based upon this Deposit Agreement or the transactions contemplated hereby, may only be instituted in a New York federal State court sitting in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in City or the Borough of Manhattan of The City U.S. District Court for the Southern District of New York. Consistent with Notwithstanding the preceding sentenceforegoing, any judgment may be enforced in any competent court in the parties hereto hereby (a) submit United Kingdom or the United States.
34.2 For the benefit of the Depositary, each Holder irrevocably agrees by holding a Depositary Receipt or an interest therein, that any legal suit, action or proceeding against or involving Computershare, arising out of or based upon this Deposit Agreement or the transactions contemplated hereby, may only be instituted in a New York State court sitting in New York City or the U.S. District Court for the Southern District of New York, and by holding a Depositary Receipt or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, such courts in any such Actionsuit, any claim that it is not subject personally action or proceeding.
34.3 The submission to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that courts referred to in Section 34.2 shall not (and shall not be construed so as to) limit the Action is brought in an inconvenient forum, that the venue rights of the Action is improperDepositary to take Proceedings against any Holder in any other court of competent jurisdiction nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdictions, whether concurrently or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courtsnot.
Appears in 2 contracts
Samples: Agreement for the Provision of Depositary Services and Custody Services (Kiniksa Pharmaceuticals International, PLC), Agreement for the Provision of Depositary Services and Custody Services (Kiniksa Pharmaceuticals International, PLC)
Governing Law; Jurisdiction. (a) This Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law Law principles thereof. Notwithstanding thereof that would subject such matter to the foregoingLaws of another jurisdiction, except that the following matters arising out of or relating to this Agreement shall be construedexclusively interpreted, performed construed and enforced governed by and in accordance with the Laws of the Cayman Islands Islands, in respect of which the parties Parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: (i) the Merger, ; (ii) the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts property and liabilities of the Merger Sub Parent in the Surviving Company, ; (iii) the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, Shares (including Shares represented by ADSs); (iv) the fiduciary or other duties of the Company Board and the board sole director of directors Parent; (v) the general rights of Merger Sub the respective shareholders of the Company and Parent; and (vi) the internal corporate affairs of the Company and Merger SubParent.
(b) Subject to the exception for matters to be governed by the Laws of the Cayman Islands and subject to the jurisdiction of the courts of the Cayman Islands as set forth in Section 10.08(a), any Legal Proceeding arising out of or in any way relating to this Agreement shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time and as may be amended by this Section 10.08 (the “HKIAC Rules”). All Actions arising The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the Parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.
(c) Notwithstanding the foregoing, the Parties hereby consent to and agree that in addition to any recourse to arbitration as set out in this Section 10.08, any Party may, to the extent permitted under the rules and procedures of the HKIAC, seek an interim injunction or other form of relief from the HKIAC as provided for in its Rules. Such application shall also be governed by, and construed in accordance with, the laws of the State of New York out of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.
Appears in 2 contracts
Samples: Plan of Merger (Changyou.com LTD), Merger Agreement (Sohu.com LTD)
Governing Law; Jurisdiction. (a) This Agreement shall be interpretedgoverned by, and construed and governed by and in accordance with with, the Laws laws of the State of Delaware, without giving effect to conflicts of laws principles that would result in the application of the law of any other state.
(b) Each of the Parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court for the Southern District of New York, or, if (and only if) such court finds it lacks jurisdiction, the state courts of New York without regard to located in the conflicts borough of law principles Manhattan, City of New York, and any appellate court from any thereof. Notwithstanding the foregoing, the following matters in any action or proceeding arising out of or relating to this Agreement shall be construedor the agreements delivered in connection herewith or the Transactions or matters contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, performed and enforced in accordance with the Laws each of the Cayman Islands Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the United States District Court for the Southern District of New York, or, if (and only if) such court finds it lacks jurisdiction, the state courts of New York located in the borough of Manhattan, City of New York, and any appellate court from any thereof, (ii) agrees that any claim in respect of which any such action or proceeding may be heard and determined in the parties hereto hereby irrevocably submit United States District Court for the Southern District of New York, or, if (and only if) such court finds it lacks jurisdiction, the state courts of New York located in the borough of Manhattan, City of New York, and any appellate court from any thereof, (iii) waives, to the non-exclusive fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in such courts, and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Each Party to this Agreement irrevocably consents to service of process inside or outside the territorial jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses referred to in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub this Section 10.3(b) in the Company, the cancellation of the Ordinary Shares, the rights manner provided for notices in Section 238 10.1. Nothing in this Agreement will affect the right of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out of or relating any Party to this Agreement shall be heard and determined exclusively to serve process in any New York federal court sitting in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought other manner permitted by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courtsapplicable law.
Appears in 2 contracts
Samples: Merger Agreement (Belpointe REIT, Inc.), Merger Agreement (Belpointe PREP, LLC)
Governing Law; Jurisdiction. This Agreement shall be interpretedTHIS AGREEMENT, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereofAND ALL CLAIMS OR CAUSES OF ACTION (WHETHER AT LAW, IN CONTRACT OR IN TORT) THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE TO THIS AGREEMENT OR THE NEGOTIATION, EXECUTION OR PERFORMANCE HEREOF SHALL BE CONSTRUED, PERFORMED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. Notwithstanding the foregoingAny Action against, the following matters arising out of or relating to this Agreement or the transactions contemplated hereby, including any Action against any member of the Parent Group, shall be construedbrought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such courts determine that they lack subject matter jurisdiction over any such legal Action, performed such legal Action shall be brought solely and exclusively in the federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such legal Action shall be brought in the United States District Court for the Southern District of New York. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the Laws foregoing order of the Cayman Islands priority, in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions any Action arising under the laws of the State of New York out of or relating to this Agreement shall be heard or the transactions contemplated hereby, and determined exclusively in any New York federal court sitting in the Borough of Manhattan of The City of New York; providedhereby irrevocably and unconditionally waives, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose venue of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 13(f). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 13(a). Nothing in this Agreement may not be enforced will affect the right of any party to serve process in or any other manner permitted by any of the above-named courtsapplicable Law.
Appears in 2 contracts
Samples: Tender and Support Agreement (Hicks Kerry R), Tender and Support Agreement (Health Grades Inc)
Governing Law; Jurisdiction. This Agreement shall THIS INDENTURE AND EACH OTHER NOTES DOCUMENT (EXCEPT, IN THE CASE OF THE OTHER NOTES DOCUMENTS, TO THE EXTENT EXPLICITLY SET FORTH THEREIN), AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH OTHER NOTES DOCUMENT, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes, the Trustee and the Collateral Agent, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture, the Notes or the Note Guarantees may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum. The Company agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Company at its address set forth in Section 19.03 or at such other address of which the Trustee shall have been notified pursuant thereto. Nothing in this Indenture or in any other Notes Document shall affect any right that the venue Trustee, the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding to enforce any award or judgment or exercise any right under the Collateral Documents or against any Collateral or any other Property of any Note Party in the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not courts of another forum in which jurisdiction can be enforced in or by any of the above-named courtsestablished.
Appears in 2 contracts
Samples: Indenture (Orexigen Therapeutics, Inc.), Indenture (Orexigen Therapeutics, Inc.)
Governing Law; Jurisdiction. This The Agreement shall be interpreted, construed and governed by and construed in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out York, without reference to that body of law concerning choice of law or conflicts of law, except that the General Corporation Law of the State of Delaware (“GCL”) shall apply to all matters governed by the GCL, including without limitation matters concerning the validity of grants of restricted stock and actions of the Board or the Committee. The Company and the Employee agree that, subject to the agreement to arbitrate disputes set forth in Section 7.9, the sole and exclusive judicial venues for any dispute, difference, cause of action or legal action of any kind that any party, or any officer, director, employee, agent or permitted successor or assign of any party may bring against any other party, or against any officer, director, employee, agent or permitted successor or assign of any party, relating in any manner whatsoever to Employee’s employment by the Company or WTAM, as the case may be, or to the termination thereof, including without limitation all disputes arising under this Agreement (a “Proceeding”), shall be heard and determined exclusively in any New York federal court sitting in (a) the Borough of Manhattan of The City United States District Court for the Southern District of New York; provided, however, that if such federal court does not have has statutory jurisdiction over such Action, such Action shall be heard the Proceeding and determined exclusively in any New York state court sitting in (b) the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws Supreme Court of the State of New York out in the County of or relating New York (collectively, the “New York Courts”). Each of the parties hereby expressly (i) consents to this Agreement brought the personal jurisdiction of each of the New York Courts with respect to any Proceeding; (ii) agrees that service of process in any Proceeding may be effected upon such party in the manner set forth in Section 7.1 (as well as in any other manner prescribed by any party hereto law); and (biii) irrevocably waivewaives any objection, and agree not to assert by way whether on the grounds of motionvenue, defense, residence or otherwise, in any such Action, any claim that it is not subject personally to domicile or on the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, ground that the Action is Proceeding has been brought in an inconvenient forum, that the venue to any Proceeding brought in either of the Action is improperNew York Courts. Notwithstanding the foregoing, or that nothing in this Agreement or paragraph alters the transactions contemplated by parties’ agreement to arbitrate disputes as set forth in Section 7.9. As used in this Agreement may not be enforced in or by any Section 7.10, “Company” shall refer to the Company and to WTAM and all successors and assigns of the above-named courtseither of them.
Appears in 2 contracts
Samples: Restricted Stock Agreement (WisdomTree Investments, Inc.), Restricted Stock Agreement (WisdomTree Investments, Inc.)
Governing Law; Jurisdiction. This Agreement shall THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE OR EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF). The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture or the Notes brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.
Appears in 2 contracts
Samples: Indenture (Kite Realty Group Trust), Indenture (Braemar Hotels & Resorts Inc.)
Governing Law; Jurisdiction. This (a) THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE. THIS AGREEMENT HAS BEEN DELIVERED IN THE STATE OF NEW YORK.
(b) [Except for the period prior to the Plan Effective Date, during which the Bankruptcy Court shall have exclusive jurisdiction, in]1 [In] relation to any legal action or proceeding arising out of or in connection with this Agreement shall be interpretedor any other Operative Document, construed each of Owner Participant, Trust Company, Owner Trustee and governed by and in accordance with Lessee (a) irrevocably submits to the Laws nonexclusive jurisdiction of each of the Supreme Court of the State of New York, New York without regard to the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board County and the board of directors of Merger Sub and United States District Court for the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting in the Borough of Manhattan of The City Southern District of New York; provided, howeverand other courts with jurisdiction to hear appeals from such courts, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waiveto the maximum extent permitted by applicable Law, waives, and agree agrees not to assert 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 its property is exempt action or immune from attachment or executionproceeding, that the Action action or proceeding is brought in an inconvenient forum, that the venue of the Action action or proceeding is improper, improper or that this Agreement or any other Operative Document or the subject matter hereof or thereof or any of the transactions contemplated by this Agreement hereby or thereby may not be enforced in or by such courts. [Owner Participant irrevocably designates and appoints [name of process agent] as process agent to receive for it and on its behalf service of process in any proceedings arising hereunder or under any other Operative Document to which it is a party. Nothing in this Agreement shall affect the right to serve process in any other manner permitted by law.]2
(c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY 1 Include for all deliveries occurring during the pendency of the above-named courtsLessee’s Chapter 11 Case. 2 Include only if there is a foreign Owner Participant. APPLICABLE LAW, THE RIGHT TO TRIAL BY JURY IN ANY LEGAL OR EQUITABLE ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER OPERATIVE DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY OR THE SUBJECT MATTER OF ANY OF THE FOREGOING.
Appears in 2 contracts
Samples: A320 Family Aircraft Purchase Agreement (American Airlines, Inc.), A320 Family Aircraft Purchase Agreement (Amr Corp)
Governing Law; Jurisdiction. (a) This Agreement Guaranty shall be interpreted, construed and governed by and construed and enforced in accordance with the Laws laws of the State of New York York, United States of America without regard to the principles of conflicts of law principles thereof. Notwithstanding thereof which would require the foregoinggeneral application of the law of another jurisdiction as the governing law of this contract.
(b) Any dispute, the following matters disagreement, or claim arising out of or relating to this Agreement shall Guaranty, or the execution or performance thereof, may be construed, performed brought before the judges and enforced in accordance with the Laws courts of the Cayman Islands State of New York located in respect the Borough of which Manhattan or the parties hereto hereby United States of America located in the Southern District of New York.
(c) At the option of the Global Agent on behalf of the Subordinated DFI Lender, any dispute, disagreement, or claim arising out of or relating to this Guaranty, or the execution or performance thereof, may be brought before the judges of any other court having jurisdiction, or concurrently in more than one jurisdiction.
(d) Without prejudice to the generality of Clause (b) above, and for the benefit of the Global Agent and the Subordinated DFI Lender, the Guarantor irrevocably submit submits to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York located in the Borough of Manhattan and of the United States of America located in the Southern District of New York in connection with any legal action, suit, or proceeding arising out of or relating to this Agreement shall Guaranty that may be heard brought by the Global Agent or the Subordinated DFI Lender. The Guarantor hereby designates, appoints, and determined exclusively empowers on the date hereof HIQ CORPORATE SERVICES, INC. (the “Process Agent”) located on this date at 00 X. 00xx Xxxxxx, Xxxxx 0000, Xxx Xxxx XX 00000-0000, as its authorized agent to receive for and on behalf of the Guarantor and its property service of copies of the summons and complaint and any other legal process which may be served in any New York federal court sitting such action, suit, or proceeding in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City State of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit Such service may be made by mailing or delivering a copy of such process to the exclusive jurisdiction Guarantor in care of the Process Agent at the Process Agent’s above address, and the Guarantor hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service the Guarantor also irrevocably consents to the service of any federal and all process in any such action, or state court sitting proceeding by the mailing of copies of such process to its address specified in Section 6 by registered airmail. The Guarantor agrees that a final judgment in any such actions or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the Borough of Manhattan of judgment or in any other manner provided by law.
(e) The City of New York for Guarantor hereby knowingly irrevocably waives, to the purpose of fullest extent permitted by applicable law, any Action and all rights to trial by jury in any legal proceeding directly or indirectly arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement Guaranty or the transactions contemplated by this Agreement may not be enforced in hereby, whether based on contract, tort, or by any of the above-named courtsother theory.
Appears in 2 contracts
Samples: Guaranty, Guaranty (Ormat Technologies, Inc.)
Governing Law; Jurisdiction. This The Agreement shall be interpreted, construed and governed by and construed in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out York, without reference to that body of law concerning choice of law or conflicts of law, except that the General Corporation Law of the State of Delaware (“GCL”) shall apply to all matters governed by the GCL, including without limitation matters concerning the validity of grants of restricted stock and actions of the Board or the Committee. The Company and the Employee agree that, subject to the agreement to arbitrate disputes set forth in Section 5.10, the sole and exclusive judicial venues for any dispute, difference, cause of action or legal action of any kind that any party, or any officer, director, employee, agent or permitted successor or assign of any party may bring against any other party, or against any officer, director, employee, agent or permitted successor or assign of any party, relating in any manner whatsoever to Employee’s employment by the Company or WTAM, as the case may be, or to the termination thereof, including without limitation all disputes arising under this Agreement (a “Proceeding”), shall be heard and determined exclusively in any New York federal court sitting in (a) the Borough of Manhattan of The City United States District Court for the Southern District of New York; provided, however, that if such federal court does not have has statutory jurisdiction over such Action, such Action shall be heard the Proceeding and determined exclusively in any New York state court sitting in (b) the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws Supreme Court of the State of New York out in the County of or relating New York (collectively, the “New York Courts”). Each of the parties hereby expressly (i) consents to this Agreement brought the personal jurisdiction of each of the New York Courts with respect to any Proceeding; (ii) agrees that service of process in any Proceeding may be effected upon such party in the manner set forth in Section 5.1, other than by electronic communication (as well as in any party hereto other manner prescribed by law); and (biii) irrevocably waivewaives any objection, and agree not to assert by way whether on the grounds of motionvenue, defense, residence or otherwise, in any such Action, any claim that it is not subject personally to domicile or on the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, ground that the Action is Proceeding has been brought in an inconvenient forum, that the venue to any Proceeding brought in either of the Action is improperNew York Courts. Notwithstanding the foregoing, or that nothing in this Agreement or paragraph alters the transactions contemplated by parties’ agreement to arbitrate disputes as set forth in Section 5.10. As used in this Agreement may not be enforced in or by any Section 5.11, “Company” shall refer to the Company and to WTAM and all successors and assigns of the above-named courtseither of them.
Appears in 2 contracts
Samples: Restricted Stock Agreement (WisdomTree Investments, Inc.), Restricted Stock Agreement (WisdomTree Investments, Inc.)
Governing Law; Jurisdiction. This Agreement shall be interpretedTHE INDENTURE AND EACH NOTE, construed AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THE INDENTURE OR THE NOTES, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OR ANY SUCCESSOR THERETO). The Company irrevocably consents and governed by agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in accordance connection with the Laws Indenture or the Notes may be brought in the courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with the Indenture brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.
Appears in 2 contracts
Samples: First Supplemental Indenture (GSV Capital Corp.), Loan and Security Agreement (GSV Capital Corp.)
Governing Law; Jurisdiction. This The Agreement shall be interpreted, construed and governed by and construed in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out York, without reference to that body of law concerning choice of law or conflicts of law, except that the General Corporation Law of the State of Delaware (“GCL”) shall apply to all matters governed by the GCL, including without limitation matters concerning the validity of grants of restricted stock and actions of the Board or the Committee. The Company and the Employee agree that, subject to the agreement to arbitrate disputes set forth in Section 5.10, the sole and exclusive judicial venues for any dispute, difference, cause of action or legal action of any kind that any party, or any officer, director, employee, agent or permitted successor or assign of any party may bring against any other party or any subsidiary of a party, or against any officer, director, employee, agent or permitted successor or assign of any of the foregoing, relating in any manner whatsoever to the Employee’s employment by the Company or any Subsidiary of the Company (including WTAM), as the case may be, or to the termination thereof, including without limitation all disputes arising under this Agreement (a “Proceeding”), shall be heard and determined exclusively in any New York federal court sitting in (a) the Borough of Manhattan of The City United States District Court for the Southern District of New York; provided, however, that if such federal court does not have has statutory jurisdiction over such Actionthe Proceeding, such Action shall be heard and determined exclusively in any New York state court sitting in (b) the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws Supreme Court of the State of New York out in the County of or relating New York (collectively, the “New York Courts”). Each of the parties hereby expressly (i) consents to this Agreement brought the personal jurisdiction of each of the New York Courts with respect to any Proceeding; (ii) agrees that service of process in any Proceeding may be effected upon such party in the manner set forth in Section 5.1 (other than by electronic communication), as well as in any party hereto other manner prescribed by law; and (biii) irrevocably waivewaives any objection, and agree not to assert by way whether on the grounds of motionvenue, defense, residence or otherwise, in any such Action, any claim that it is not subject personally to domicile or on the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, ground that the Action is Proceeding has been brought in an inconvenient forum, that the venue to any Proceeding brought in either of the Action is improperNew York Courts. Notwithstanding the foregoing, or that nothing in this Agreement or paragraph alters the transactions contemplated by this Agreement may not be enforced parties’ agreement to arbitrate disputes as set forth in or by any of the above-named courtsSection 5.10.
Appears in 2 contracts
Samples: Restricted Stock Agreement (WisdomTree, Inc.), Restricted Stock Agreement (WisdomTree, Inc.)
Governing Law; Jurisdiction. This Agreement shall be interpretedTHIS INDENTURE AND EACH NOTE, construed AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The Company irrevocably consents and governed by and in accordance with agrees, for the Laws benefit of the Holders from time to time of the Notes and the Trustees, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be brought in any United States federal or State of New York without regard court located in the Borough of Manhattan, New York City, New York and, until amounts due and to the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court with respect to any such legal action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company irrevocably and unconditionally waives, to the courts fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the Cayman Islands: the Mergeraforesaid actions, the vesting suits or proceedings arising out of the rights, property, choses or in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub connection with this Indenture brought in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary any United States federal or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out court located in the Borough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or relating claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The Company shall appoint Registered Agent Solutions Inc. as its agent for service of process in any suit, action or proceeding with respect to this Agreement shall be heard Indenture and determined exclusively the Notes and for actions brought under the U.S. federal or state securities laws brought in any New York U.S. federal or state court sitting located in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction Service of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, process on Registered Agent Solutions Inc. in any such Action, any claim that it is not subject personally action (and written notice of such service to the jurisdiction Company) shall be effective service of process against the above-named courtsCompany for any suit, that its property is exempt action or immune from attachment or execution, that the Action is proceeding brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courtssuch court.
Appears in 2 contracts
Samples: Indenture (Canopy Growth Corp), Indenture (Canopy Growth Corp)
Governing Law; Jurisdiction. This Agreement shall THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Each of the Company and each Subsidiary Guarantor irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Mergereach such court in personam, the vesting of the rights, property, choses in generally and unconditionally with respect to any action, businesssuit or proceeding for itself in respect of its properties, undertaking, goodwill, benefits, immunities assets and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs revenues. Each of the Company and Merger Sub. All Actions each Subsidiary Guarantor irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising under out of or in connection with this Indenture brought in the laws courts of the State of New York out or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.
Appears in 2 contracts
Governing Law; Jurisdiction. This Agreement (including any claim or controversy arising out of or relating to this Agreement) shall be interpreted, construed and governed by and in accordance with the Laws law of the State of New York without regard to the conflicts conflict of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub that would result in the Company, application of any Law other than the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws Law of the State of New York York. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws Supreme Court of the State of New York or the federal courts of the Southern District of New York located in Manhattan, and any appellate court from any thereof, in any Action arising out of or relating to this Agreement brought by Agreement, the Other Agreements, the Transactions or for recognition or enforcement of any party hereto judgment relating thereto, and each of the Parties hereby irrevocably and unconditionally (a) agrees not to commence any such Action except in such courts, (b) irrevocably waiveagrees that any claim in respect of any such Action may be heard and determined in the Supreme Court of the State of New York and the federal courts of the Southern District of New York located in Manhattan, (c) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action in the Supreme Court of the State of New York or the federal courts of the Southern District of New York located in Manhattan, and agree not (d) waives, to assert the fullest extent permitted by way law, the defense of motion, defense, or otherwise, an inconvenient forum to the maintenance of such Action in the Supreme Court of the State of New York and the federal courts of the Southern District of New York located in Manhattan. Each of the Parties hereto agrees that a final judgment in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 11.4. Nothing in this Agreement will affect the right of any of the above-named courtsParty to this Agreement to serve process in any other manner permitted by Law.
Appears in 2 contracts
Samples: Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement (Pernix Therapeutics Holdings, Inc.)
Governing Law; Jurisdiction. This Agreement shall THIS INDENTURE, EACH NOTE AND THE GUARANTEE (IF ANY), AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE, EACH NOTE OR THE GUARANTEE (IF ANY), SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING TITLE 14 OF ARTICLE 5 OF THE GENERAL OBLIGATIONS LAW OF NEW YORK). Each of the Company, the Trustee and, by their acceptance of the Notes, the Holders, irrevocably consents and agrees, for the benefit of the Company, the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Mergereach such court in personam, the vesting of the rights, property, choses in generally and unconditionally with respect to any action, businesssuit or proceeding for itself in respect of its properties, undertaking, goodwill, benefits, immunities assets and privileges, contracts, obligations, claims, debts and liabilities revenues. Each of the Merger Sub in the Company, the cancellation Trustee and, by their acceptance of the Ordinary SharesNotes, the rights provided in Section 238 Holders, irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the CICLaforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws courts of the State of New York out or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.
Appears in 2 contracts
Samples: Indenture (Wright Medical Group N.V.), Indenture (Wright Medical Group Inc)
Governing Law; Jurisdiction. (a) This Share Issuance Agreement and the rights and obligations of the parties hereto shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out York, without giving effect to any choice or conflict of law provision or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby rule (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.
(b) With respect to all claims, suits, actions, proceedings and other disputes arising out of, in respect of or relating to this Share Issuance Agreement brought by any party hereto and (b) irrevocably waivesuch claims, suits, actions, proceedings, and agree not other disputes, the “Claims”) each of the parties to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally this Share Issuance Agreement hereby irrevocably submits to the jurisdiction of the above-named Bankruptcy Court for the District of Delaware or the United States District Court for the District of Delaware, or, if both such Courts are not permitted under applicable Law to exercise jurisdiction with respect to the matter in question then, at the sole election of the Trusts’ Representative, to the jurisdiction of any other federal or state court in the state, county and city of New York, New York (the “Courts”), and each of the parties to this Share Issuance Agreement agrees that any and all Claims may be brought, heard and determined in such Courts.
(c) Each of the parties to this Share Issuance Agreement agrees that (i) venue shall be proper in such Courts and hereby waives any objection or defense which it may now or hereafter have to the laying of venue in such courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by including any of the above-named courtsforegoing based upon the doctrine of forum non conveniens; and (ii) all process which may be or be required to be served in respect of any such Claim (including any pleading, summons or other paper initiating any such Claim) may be served upon it, which service shall be sufficient for all purposes, in the manner for the provision of notice under Section 18 of the Deferred Payment Agreement and shall be deemed in every respect effective service of process upon such party when so given.
(d) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS SHARE ISSUANCE AGREEMENT OR ANY OF THE DEFERRED PAYMENT DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS SHARE ISSUANCE AGREEMENT AND THE OTHER DEFERRED PAYMENT DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PROVISION.
Appears in 2 contracts
Samples: Share Issuance Agreement, Share Issuance Agreement (W R Grace & Co)
Governing Law; Jurisdiction. (a) This Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law Law principles thereof. Notwithstanding thereof that would subject such matter to the foregoingLaws of another jurisdiction, except that the following matters arising out of or relating to this Agreement shall be construedexclusively interpreted, performed construed and enforced governed by and in accordance with the Laws of the Cayman Islands Islands, in respect of which the parties Parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: (i) the Merger, ; (ii) the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts property and liabilities of each of the Company and Merger Sub in the Surviving Company, ; (iii) the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, Shares (including Shares represented by ADSs); (iv) the fiduciary or other duties of the Company Board and the board of directors of each of Parent and Merger Sub Sub; (v) the general rights of the respective shareholders of the Company, Parent and Merger Sub, including the rights provided for in Section 238 of the Companies Act with respect to any Dissenting Shares; and (vi) the internal corporate affairs of the Company Company, Parent and Merger Sub. All Actions arising under .
(b) Subject to the laws exception for matters to be governed by the Laws of the State Cayman Islands and subject to the jurisdiction of New York the courts of the Cayman Islands as set forth in Section 10.08(a), any Legal Proceeding arising out of or in any way relating to this Agreement shall be heard submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and determined exclusively resolved in any New York federal court sitting accordance with the HKIAC Administered Arbitration Rules in force at the Borough relevant time and as may be amended by this Section 10.08 (the “HKIAC Rules”). The place of Manhattan arbitration shall be Hong Kong. The official language of the arbitration shall be English and the tribunal shall consist of three arbitrators (each, an “Arbitrator”). The City claimant(s), irrespective of New Yorknumber, shall nominate jointly one Arbitrator; providedthe respondent(s), howeverirrespective of number, that if such federal court does not have jurisdiction over such Actionshall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the HKIAC Rules, such Action Arbitrator shall be heard appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and determined exclusively in binding upon the disputing parties. Any party to an award may apply to any New York state court sitting in of competent jurisdiction for enforcement of such award and, for purposes of the Borough enforcement of Manhattan of The City of New York. Consistent with the preceding sentencesuch award, the parties hereto hereby (a) Parties irrevocably and unconditionally submit to the exclusive jurisdiction of any federal court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or state court sitting inconvenient forum.
(c) Notwithstanding the foregoing, the Parties hereby consent to and agree that in addition to any recourse to arbitration as set out in this Section 10.08, any Party may, to the Borough of Manhattan of The City of New York for the purpose of any Action arising extent permitted under the laws rules and procedures of the HKIAC, seek an interim injunction or other form of relief from the HKIAC as provided for in its HKIAC Rules. Such application shall also be governed by, and construed in accordance with, the Laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courtsYork.
Appears in 2 contracts
Samples: Merger Agreement (BlueCity Holdings LTD), Merger Agreement (Ma Baoli)
Governing Law; Jurisdiction. This Agreement shall be interpretedTHIS NOTE, construed and governed by and in accordance with the Laws AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York County, and of the United States District Court of the Southern District of New York without regard to the conflicts of law principles York, and any appellate court from any thereof. Notwithstanding the foregoing, the following matters in any action or proceeding arising out of or relating to this Agreement shall be construedNote or the Securities, performed or for recognition or enforcement of any judgment, and enforced in accordance with the Laws each of the Cayman Islands parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of which any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Note or in any other Securities shall affect any right that the Holder of this Note may otherwise have to bring any action or proceeding relating to this Note or any other Securities against the Issuer or its properties in the courts of any other jurisdiction. Each of the parties hereto hereby irrevocably submit and unconditionally waives, to the non-exclusive jurisdiction fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of the courts venue of the Cayman Islands: the Mergerany suit, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary action or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions proceeding arising under the laws of the State of New York out of or relating to this Agreement shall be heard and determined exclusively Note or the other Securities in any New York State or federal court of the United States of America sitting in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough County. Each of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit irrevocably waives, to the exclusive jurisdiction fullest extent permitted by law, the defense of any federal an inconvenient forum to the maintenance of such action or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, proceeding in any such Action, court. Each party to this Note irrevocably consents to service of process in the manner provided for notices in Section 14(b). Nothing in this Note will affect the right of any claim that it is not subject personally party to the jurisdiction of the above-named courts, that its property is exempt this Note or immune from attachment or execution, that the Action is brought any other Securities to serve process in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated any other manner permitted by this Agreement may not be enforced in or by any of the above-named courtslaw.
Appears in 2 contracts
Samples: Security Agreement (Great Elm Group, Inc.), Security Agreement (Great Elm Capital Group, Inc.)
Governing Law; Jurisdiction. This Agreement shall be interpreted, construed and governed by and construed and enforced in accordance with the Laws laws of the State of New York without regard to the conflicts York. Each party hereto agrees, on behalf of law principles thereof. Notwithstanding the foregoingitself and its Affiliates and Associates that it controls, the following matters that any actions, suits or proceedings arising out of or relating to this Agreement shall or the transactions contemplated hereby will be construed, performed brought solely and enforced exclusively in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out and/or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States of America located in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City State of New York for (and the purpose parties agree not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any Action process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 16 will be effective service of process for any such action, suit or proceeding brought against any party in any such court. Each party, on behalf of itself and its Affiliates and Associates that it controls, irrevocably and unconditionally waives trial by jury and any objection to the laying of venue of any action, suit or proceeding arising under out of this Agreement or the laws transactions contemplated hereby, in the courts of the State of New York out or the United States of or relating to this Agreement brought by any party hereto and (b) irrevocably waiveAmerica located in the State of New York, and agree hereby further irrevocably and unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to such court has been brought in any inconvenient forum. Any judgment rendered by a New York court may be enforced in any other jurisdiction in the jurisdiction United States. Nothing in this Section 17 shall prevent any of the above-named courts, that parties hereto from enforcing its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that rights under this Agreement or the transactions contemplated by this Agreement may not be enforced in or by shall impose any limitation on any of the above-named courtsparties or their respective past, present or future general partners, directors, officers, or employees in defending any claim, action, cause of action, suit, administrative action or proceeding of any kind, including, without limitation, any federal, state or other governmental proceeding of any kind, against any of them. The rights and remedies provided in this Agreement are cumulative and do not exclude any rights or remedies provided by law.
Appears in 2 contracts
Samples: Settlement Agreement (CBRE Realty Finance Inc), Settlement Agreement (Arbor Realty Trust Inc)
Governing Law; Jurisdiction. This Agreement shall THIS INDENTURE, THE GUARANTEE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE, THE GUARANTEE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF). Each of Company and the Reference Entity irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against the Company or the Reference Entity with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture, the Guarantee or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Mergereach such court in personam, the vesting of the rights, property, choses in generally and unconditionally with respect to any action, businesssuit or proceeding for itself in respect of its properties, undertaking, goodwill, benefits, immunities assets and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs revenues. 116 Each of the Company and Merger Sub. All Actions the Reference Entity irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising under out of or in connection with this Indenture, the laws Guarantee or the Notes brought in the courts of the State of New York out or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.
Appears in 2 contracts
Samples: Supplemental Indenture (Match Group, Inc.), Supplemental Indenture (Match Group, Inc.)
Governing Law; Jurisdiction. This Agreement shall THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF (EXCEPT FOR SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.
Appears in 2 contracts
Samples: Indenture (Marcus Corp), Indenture (Allscripts Healthcare Solutions, Inc.)
Governing Law; Jurisdiction. This Agreement shall be interpreted(a) THIS LEASE IS BEING DELIVERED IN THE STATE OF NEW YORK AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL, construed and governed by and in accordance with the Laws PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
(b) The parties hereto each hereby irrevocably consents that any legal action or proceeding against it or any of the State of New York without regard to the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters its assets arising out of or relating to this Agreement shall Lease or any other Operative Document may be construedbrought in any jurisdiction where it or any of its assets may be found, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York located in the County of New York, New York, and in the Federal courts sitting in the Southern District of New York, as the party bringing such action or proceeding may elect, and by execution and delivery of this Lease each of the parties hereto hereby irrevocably submits to and accepts with regard to any such action or proceeding, for itself and in respect of its assets, generally and unconditionally, the jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any judgment rendered thereby. Nothing herein shall prevent any party from bringing any legal action or proceeding or obtaining execution of judgment in any other appropriate jurisdiction. The parties hereto further agree that a final judgment in any action or proceeding arising out of or relating to this Agreement Lease or any other Operative Document shall be heard conclusive and determined exclusively may be enforced in any New York federal court sitting in other jurisdiction within or outside the Borough United States by suit on the judgment, a certified or exemplified copy of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action which shall be heard conclusive evidence of the fact and determined exclusively the amount of the indebtedness or liability therein described, or in any New York state court sitting in the Borough other manner provided by Law. Each of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit irrevocably waives, to the exclusive jurisdiction fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of venue of any federal suit, action or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action proceeding arising under the laws of the State of New York out of or relating to this Agreement Lease or any other Operative Document brought by in any party hereto and (b) irrevocably waivecourt in or of New York, New York, and agree not to assert by way of motion, defense, or otherwise, in any such Action, hereby further irrevocably waives any claim that it is not subject personally to the jurisdiction of the above-named courtsany such suit, that its property is exempt action or immune from attachment or executionproceeding in New York, that the Action is New York has been brought in an inconvenient forum.
(c) Each party hereto hereby irrevocably consents to the service by certified mail at its address set forth in Section 20.02 of any summons and complaint and any other process which may be served in any action or proceeding arising out of or relating to this Lease or any other Operative Document. Notwithstanding the foregoing, that nothing herein shall affect the venue rights of the Action is improper, or that this Agreement or the transactions contemplated either party to serve process in any other manner permitted by this Agreement may not be enforced in or by any of the above-named courtsLaw.
Appears in 2 contracts
Samples: Aircraft Lease Agreement (Republic Airways Holdings Inc), Aircraft Lease Agreement (Republic Airways Holdings Inc)
Governing Law; Jurisdiction. This Agreement shall be interpreted, construed and governed by and construed in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out of or relating as applied to this Agreement shall be heard and determined exclusively in any agreements among New York federal court sitting in the Borough of Manhattan of The City of residents entered into and to be performed entirely within New York; provided, howeverwithout giving effect to any choice of law or conflict of law, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby provision or rule (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws whether of the State of New York out or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of New York. Each Party hereto (1) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement brought Agreement, for and on behalf of itself or any of its properties or assets, in accordance with this Section 14(f) or in such other manner as may be permitted by applicable law, that such process may be served in the manner of giving notices in Section 14(i) and that nothing in this Section 14(f) shall affect the right of any party hereto and to serve legal process in any other manner permitted by applicable law, (b2) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, unconditionally consents and submits itself and its properties and assets in any such Action, any claim that it is not subject personally action or proceeding to the exclusive jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue Federal courts of the Action is improperUnited States or the courts of the State of New York, in each case located within the City of New York, in the event any dispute or that controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any order in respect thereof, (3) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from any such court, (4) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Federal courts of the United States or the courts of the State of New York, in each case located within the City of New York, (5) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same, and (6) agrees that it will not bring any action or proceeding relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each Party hereto agrees that a final order in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the order or in any other manner provided by any of the above-named courtsapplicable law.
Appears in 2 contracts
Samples: Forbearance Agreement (Vertical Aerospace Ltd.), Forbearance Agreement (Fitzpatrick Stephen James)
Governing Law; Jurisdiction. (a) This Agreement shall be interpreted, construed and governed by and construed in accordance with the Laws laws of New York that might otherwise govern under applicable principles of conflicts of law.
(b) Except as otherwise provided in Sections 1.7(h) or 8.9 or in the event of fraud or an intentional misrepresentation, any dispute, controversy or claim among the parties hereto arising out of this Agreement or the Escrow Agreement, any related document or certificate or any transaction contemplated hereby or thereby, including as to their existence, enforceability, validity, interpretation, performance or breach, may be resolved by arbitration pursuant to Section 8.6 upon written notice made by one party hereto to the other, unless such dispute, controversy or claim is then the subject of a proceeding before a Governmental Entity.
(c) Each of the parties hereto irrevocably consents to the exclusive jurisdiction of (i) the Supreme Court of the State of New York, New York without regard to County, and (ii) the conflicts United States District Court for the Southern District of law principles thereof. Notwithstanding New York, for the foregoing, the following matters purposes of any Action (as defined below) arising out of or relating to this Agreement shall be construedor the Escrow Agreement, performed and enforced in accordance with any related document or certificate or any transaction contemplated hereby or thereby. Unless an Action is the Laws subject of the Cayman Islands in respect a then pending arbitration proceeding, each of which the parties hereto hereby irrevocably submit agrees to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub commence any Action relating hereto either in the CompanyUnited States District Court for the Southern District of New York or if such Action may not be brought in such court for jurisdictional reasons, in the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws Supreme Court of the State of New York out of or relating to this Agreement shall be heard and determined exclusively in any York, New York federal court sitting in the Borough County. Each of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth in Section 9.1 shall be effective service of process for any Action in New York with respect to any matters to which it has submitted to jurisdiction in this Section 9.7. Each of the parties hereto irrevocably and unconditionally waives any objection to the exclusive jurisdiction laying of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose venue of any Action arising under out of this Agreement, or any transaction contemplated hereby in (x) the laws Supreme Court of the State of New York, New York out County, or (y) the United States District Court for the Southern District of or relating to this Agreement brought by any party hereto and (b) irrevocably waiveNew York, and agree hereby further irrevocably and unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Action, court that any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the such Action is brought in any such court has been brought in an inconvenient forum. For purposes of this Agreement, that the venue of the Action is improper“Action” means any claim, action, suit or arbitration, or that this Agreement any other proceeding, in each instance by or the transactions contemplated by this Agreement may not be enforced in before any Governmental Entity or by any of the above-named courtsnongovernmental arbitration, mediation or other nonjudicial dispute resolution body.
Appears in 2 contracts
Samples: Stock Exchange and Merger Agreement (Leap Technology Inc / De), Stock Exchange and Merger Agreement (Ivillage Inc)
Governing Law; Jurisdiction. (a) This Agreement and the Units shall be interpretedgoverned by, deemed to be a contract under, and construed and governed by and in accordance with with, the Laws laws of the State of New York York, without regard to the conflicts of law laws principles thereof. Notwithstanding the foregoing.
(b) The Company irrevocably (i) agrees that any legal suit, the following matters action or proceeding against it arising out of or relating to based on this Agreement shall or the transactions contemplated hereby or the Units may be construedinstituted in any United States Federal or State court in the Borough of Manhattan, performed The City of New York (a "New York Court"), (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding, and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit (iii) submits to the non-exclusive jurisdiction of the such courts of the Cayman Islands: the Mergerin any such suit, the vesting of the rightsaction or proceeding. The Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, propertyimmunity to pre-judgment attachment, choses post-judgment attachment and execution) in actionany legal suit, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary action or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions proceeding against it arising under the laws of the State of New York out of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that based on this Agreement or the transactions contemplated hereby or the Units which is instituted in any New York Court or in any foreign court. To the fullest extent permitted by law, the Company hereby waives any objection to the enforcement by competent foreign court of any judgment validly obtained in any such proceeding. The Company designates and appoints CT Corporation System in New York City as its authorized agent (the "Authorized Agent") upon which process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby or the Units which may not be enforced instituted in any New York Court, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or by objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that its Authorized Agent has agreed to act as such agent for service of process and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the above-named courtsAuthorized Agent and written notice of such service of process to the Company shall be deemed, in every respect, effective service of process upon the Company.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Platinum Underwriters Holdings LTD), Purchase Contract Agreement (Platinum Underwriters Holdings LTD)
Governing Law; Jurisdiction. This Agreement shall THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF). Each of the Company and the Trustee irrevocably consents and agrees that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Mergereach such court in personam, the vesting of the rights, property, choses in generally and unconditionally with respect to any action, businesssuit or proceeding for itself in respect of its properties, undertaking, goodwill, benefits, immunities assets and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs revenues. Each of the Company and Merger Sub. All Actions the Trustee irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising under out of or in connection with this Indenture brought in the laws courts of the State of New York out or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.
Appears in 2 contracts
Samples: Indenture (CorEnergy Infrastructure Trust, Inc.), Indenture (CSG Systems International Inc)
Governing Law; Jurisdiction. This Agreement shall be interpreted, construed and governed by and construed in accordance with the Laws laws of the State of New York York, without regard giving effect to the conflicts choice of law or conflict of laws principles thereof. Notwithstanding Each of the foregoingPlacement Agent and the Company: (a) agrees that any legal suit, the following matters action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub instituted exclusively in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws Supreme Court of the State of New York out of or relating to this Agreement shall be heard and determined exclusively in any York, New York federal court sitting County, or in the Borough of Manhattan of The City United States District Court for the Southern District of New York; provided, however, that if such federal court does not (b) waives any objection which it may have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit now or hereafter to the exclusive venue of any such suit, action or proceeding; and (c) irrevocably consents to the jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws Supreme Court of the State of New York, New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defenseCounty, or otherwiseof the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Placement Agent and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such Actionsuit, any claim that it is not subject personally action or proceeding, and service of process upon the Placement Agent mailed by certified mail to the jurisdiction Placement Agent’s address or delivered via overnight delivery shall be deemed in every respect effective service of process upon the above-named courtsPlacement Agent, that its property is exempt in any such suit, action or immune from attachment or executionproceeding. THE COMPANY (ON BEHALF OF ITSELF, that the Action is brought in an inconvenient forumTHE SUBSIDIARIES AND, that the venue of the Action is improperTO THE FULLEST EXTENT PERMITTED BY LAW, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courtsON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS.
Appears in 2 contracts
Samples: Equity Distribution Agreement (Mitcham Industries Inc), Equity Distribution Agreement (Mitcham Industries Inc)
Governing Law; Jurisdiction. This Agreement shall be interpreted(a) THIS GUARANTY SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
(b) Each Subsidiary Guarantor hereby irrevocably and unconditionally submits, construed for itself and governed by and in accordance with its property, to the Laws nonexclusive jurisdiction of the Supreme Court of the State of New York without regard to sitting in New York County, Borough of Manhattan, and of the conflicts United States District Court of law principles the Southern District of New York, and any appellate court from any thereof. Notwithstanding the foregoing, the following matters in any action or proceeding arising out of or relating to this Agreement shall be construedGuaranty or any other Loan Document, performed or for recognition or enforcement of any judgment, and enforced in accordance with the Laws of the Cayman Islands each Subsidiary Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of which the parties hereto hereby irrevocably submit any such action or proceeding may be heard and determined in such New York State or, to the non-exclusive jurisdiction of extent permitted by law, in such Federal court. Each Subsidiary Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty or any other Loan Document shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Guaranty or any other Loan Document against any Subsidiary Guarantor or its properties in the courts of any jurisdiction.
(c) Each Subsidiary Guarantor hereby irrevocably and unconditionally waives, to the Cayman Islands: fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the Mergerlaying of venue of any suit, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary action or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions proceeding arising under the laws of the State of New York out of or relating to this Agreement shall be heard and determined exclusively Guaranty or any other Loan Document in any New York federal court sitting referred to in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and paragraph (b) of this Section 13. Each Subsidiary Guarantor hereby irrevocably waivewaives, and agree not to assert the fullest extent permitted by way law, the defense of motion, defense, an inconvenient forum to the maintenance of such action or otherwise, proceeding in any such Actioncourt.
(d) Each party to this Guaranty irrevocably consents to service of process in the manner provided for notices in Section 9 of this Guaranty, any claim that it is not subject personally to the jurisdiction and each of the above-named courts, that Subsidiary Guarantors hereby appoints the Borrower as its property is exempt agent for service of process. Nothing in this Guaranty or immune from attachment or execution, that any other Loan Document will affect the Action is brought right of any party to this Guaranty to serve process in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated any other manner permitted by this Agreement may not be enforced in or by any of the above-named courtslaw.
Appears in 2 contracts
Samples: Guaranty (Xperi Holding Corp), Guaranty (Tessera Holding Corp)
Governing Law; Jurisdiction. This Agreement shall be interpreted(a) THIS AGREEMENT SHALL BE GOVERNED BY, construed AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED AND PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.
(b) All actions and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters proceedings arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out of or relating to this Agreement shall be heard and determined exclusively in any New York federal court Federal Court sitting in the Borough of Manhattan of The City State of New York; provided, howeverand the Parties hereby irrevocably submit to the exclusive personal jurisdiction of such court (and, that if such federal court does not have jurisdiction over such Actionin the case of appeals, such Action shall be heard and determined exclusively appropriate appellate courts therefrom) in any such action or proceeding for any reason other than the failure to serve process in accordance with this Section 7.7 and irrevocably waive the defense of an inconvenient forum or an improper venue to the maintenance of any such action or proceeding. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 7.9. In addition, Parent consents to service of process upon Parent by mailing or delivering such service to its agent, National Registered Agents, Inc., 875 Avenue of the Americas, Suite 501, New York state court sitting York, New York, 10001 (the "Service Agent"), authorixxx xxx xxxxxxx xxx Xxxxxxx Xxxxx xx accept such service, and shall take all such action as may be necessary to continue such appointment in full force and effect or to appoint another agent so that it will at all times have an agent for service of process for the foregoing purposes in the Borough of Manhattan of The City State of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit The consents to the exclusive jurisdiction set forth in this Section 7.7 shall not constitute general consents to service of any federal or state court sitting process in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating and shall have no effect for any purpose except as provided in this Section 7.7 and shall not be deemed to this Agreement brought by confer rights on any party hereto and (b) irrevocably waive, and Person other than the Parties. The Parties agree not to assert by way of motion, defense, or otherwise, that a final judgment in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt action or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by any applicable Law.
(c) EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS (WHETHER BASED IN CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.7(C).
(d) This Agreement does not involve less than $1,000,000, and the Parties intend that Sections 5-1401 and 5-1402 of the above-named courtsNew York General Obligations Law shall apply to this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Energy East Corp)
Governing Law; Jurisdiction. This Agreement shall THIS INDENTURE, THE GUARANTEES AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The Company and each Guarantor irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture, the Note Guarantees or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company and each Guarantor irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.
Appears in 1 contract
Governing Law; Jurisdiction. This Agreement shall THIS SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAWS OF THE STATE OF NEW YORK. The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Supplemental Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Supplemental Indenture brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.
Appears in 1 contract
Samples: First Supplemental Indenture (Auxilium Pharmaceuticals Inc)
Governing Law; Jurisdiction. This Agreement shall THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE OR THE NOTES, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OR ANY SUCCESSOR THERETO). The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.
Appears in 1 contract
Samples: Indenture (GSV Capital Corp.)
Governing Law; Jurisdiction. (a) This Agreement Agreement, and any and all proceedings commenced in connection with or relating to this Agreement, shall be interpretedgoverned by, and construed and governed by and enforced in accordance with with, the Laws of the State of New York without regard of the Laws that might otherwise govern under the applicable principles of conflict of laws of the State of New York (other than Section 5-1401 of the General Obligations Law of the State of New York).
(b) Each party agrees to submit to the conflicts exclusive jurisdiction of law principles thereofthe United States District Court for the Southern District of New York, New York or the state courts in the county of New York, for the purpose of any Action against a party hereto with respect to the subject matter of, or related to, this Agreement. Notwithstanding Each party irrevocably waives any objection which it may now or hereafter have to the foregoing, the following matters venue of any Action arising out of or relating to this Agreement shall be construedbrought as provided in this subsection, performed and enforced further irrevocably waives any claim that any such Action brought in accordance any such court has been brought in an inconvenient forum. To the extent a party has or may later acquire any immunity from jurisdiction of any court or from legal process with respect to itself or its property, such party hereby irrevocably waives such immunity under this subsection. Without limiting the Laws foregoing, each of the Cayman Islands parties agrees that it will not bring or support any action, cause of action, claim, cross-claim, or third party claim of any kind or description (whether at law, in respect equity, in contract, in tort or otherwise), against any Debt Financing Source in any way relating to this Agreement or any of which the parties hereto hereby irrevocably submit transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the non-exclusive jurisdiction of Debt Commitment Letter or the courts of Debt Financing or the Cayman Islands: performance thereof, in any forum other than the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws Supreme Court of the State of New York, County of New York, Borough of Manhattan or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York out in the County of or relating New York (and appellate courts thereof).
(c) Each party to this Agreement agrees that service of process shall be heard and determined exclusively made in any New York federal court sitting in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent accordance with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting notice provisions set forth in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courtsSection 13.3.
Appears in 1 contract
Samples: Sale Agreement (Harris Corp /De/)
Governing Law; Jurisdiction. This Agreement shall THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW OR ANY SUCCESSOR TO SUCH STATUTE), WITHOUT GIVING EFFECT TO ITS CONFLICTS-OF-LAW PRINCIPLES. Each of the Company and the Parent irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States of America located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Mergereach such court in personam, the vesting of the rights, property, choses in generally and unconditionally with respect to any action, businesssuit or proceeding for itself in respect of its properties, undertaking, goodwill, benefits, immunities assets and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs revenues. Each of the Company and Merger Sub. All Actions the Parent irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising under out of or in connection with this Indenture brought in the laws courts of the State of New York out or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States of America located in the Borough of Manhattan of The City of New York; providedManhattan, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.
Appears in 1 contract
Governing Law; Jurisdiction. This Agreement shall THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW OR ANY SUCCESSOR THERETO). The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum. The Company agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), that postage prepaid, to the venue Company at its address set forth in Section 17.03 or at such other address of which the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courtsTrustee shall have been notified pursuant thereto.
Appears in 1 contract
Samples: Indenture (Novavax Inc)
Governing Law; Jurisdiction. This Agreement shall THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF). The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Securities may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States, in each case, located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.
Appears in 1 contract
Samples: Indenture (NQ Mobile Inc.)
Governing Law; Jurisdiction. This Agreement shall be interpreted(i) THIS AGREEMENT, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof. Notwithstanding the foregoingAND ALL ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT, the following matters SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PROVISIONS THEREOF (OTHER THAN SECTION 5–1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
(ii) All actions arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively York or in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby irrevocably and unconditionally (ai) submit to the exclusive jurisdiction of, and service of process and venue in, any federal or state court sitting in the Borough of Manhattan of The City of New York (and of the appropriate appellate courts therefrom) for the purpose of any Action action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and hereto, (bii) irrevocably waive any other jurisdiction that may apply by virtue of the parties’ respective present or future domicile or for any other reason,
(iii) waive, and agree not to assert by way of motion, defense, or otherwise, in any such Actionaction, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action action is brought in an inconvenient forum, that the venue of the Action action is improper, or that this Agreement Agreement, or the transactions contemplated by this Agreement may not be enforced in or by any of the above-above named courts, and (iv) waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement. Notwithstanding the foregoing consent to New York jurisdiction, each of the parties hereto hereby agrees that: (1) the court hearing the Concurso Mercantil Proceeding shall have exclusive jurisdiction of all matters arising out of or in connection with, and that Mexican law shall govern, the Convenio Concursal; and (2) in the case of a Chapter 15 Case, the relevant U.S. bankruptcy court shall have exclusive jurisdiction of all matters arising out of or in connection with, and that the U.S. Bankruptcy Code shall govern, any proceeding relating to a Chapter 15 Case.
Appears in 1 contract
Samples: Plan Support Agreement
Governing Law; Jurisdiction. (a) This Agreement shall be interpretedgoverned by, and construed and governed by and in accordance with with, the Laws laws of the State of New York Delaware, without regard giving effect to the conflicts any choice or conflict of law principles thereofprincipals, whether of the State of Delaware or any other jurisdiction, that would cause the application of the laws of any jurisdiction other than the laws of the State of Delaware. Notwithstanding In any action or suit among any of the foregoingCompany, the following matters Rights Agent, the Holders’ Representative and the Holders arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws Agreement: (a) each of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of Rights Agent, Enlivex the Ordinary SharesHolders’ Representative and, to the rights provided in Section 238 of the CICLextent valid and binding under applicable law, the fiduciary or other duties of the Company Board Holders irrevocably and the board of directors of Merger Sub unconditionally consents and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit submits to the exclusive jurisdiction and venue of any the state and federal or state court sitting courts located in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and Delaware; (b) if any such action or suit is commenced in such state court, then, none of the Company, the Rights Agent, Enlivex, the Holders’ Representative and, to the extent valid and binding under applicable law, the Holders shall object to the removal of such action or suit to any federal court located in the District of Delaware; and (c) each of the Company, the Rights Agent, Enlivex, the Holders’ Representative and, to the extent valid and binding under applicable law, the Holders irrevocably waivewaives the right to trial by jury. Notwithstanding the provisions of this section, and agree however, any dispute (to which the Rights Agent is not to assert by way of motiona party) involving, defensearising out of, or otherwise, in any such Action, any claim that it is not subject personally related to (i) corporate governance issues concerning the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improperCompany, or that this Agreement or the transactions contemplated (ii) distribution of assets to shareholders, shall be governed exclusively by this Agreement may not be enforced in or by any of the above-named courtsIsraeli law.
(b) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING, DIRECTLY OR INDIRECTLY, ARISING OUT OF, UNDER OR RELATING TO THIS AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 8.6(b).
Appears in 1 contract
Samples: Contingent Value Rights Agreement (Bioblast Pharma Ltd.)
Governing Law; Jurisdiction. This Agreement shall THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.
Appears in 1 contract
Governing Law; Jurisdiction. (a) This Agreement and the Financing, and all claims or causes of actions that may be based upon, arise out of or related to this Agreement or the negotiation, execution or performance of this Agreement or the Financing, shall be interpretedgoverned by, and construed and governed by and in accordance with with, the Laws of the State of New York without regard giving effect to conflicts of laws principles (except (i) for the duties of the members of the GKN Board and SpinCo Board, which shall be governed by the Laws of England and Wales, (ii) for the duties of the members of the Dana Board, which shall be governed by the Laws of Delaware and (iii) to the conflicts extent the DGCL shall be held to govern the Merger).
(b) Each of law principles the Parties and the GKN Related Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any state of federal court sitting in New York County, in the State of New York, and any appellate court from any appeal thereof. Notwithstanding the foregoing, the following matters in any Legal Proceeding arising out of or relating to this Agreement shall be construedAgreement, performed and enforced in accordance with the Laws Financing or the Transaction Documents or the transactions contemplated hereby or thereby. Each of the Cayman Islands Parties and the GKN Related Parties hereby irrevocably and unconditionally (i) agrees not to commence any such Legal Proceeding except in such courts, (ii) agrees that any claim in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out of or relating to this Agreement shall any such Legal Proceeding may be heard and determined exclusively in such courts, (iii) waives, to the fullest extent it may legally and effectively do so, any New York federal court sitting objection which it may now or hereafter have to the laying of venue of any such Legal Proceeding in such courts, and (iv) waives, to the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentencefullest extent permitted by Law, the parties hereto hereby (a) submit defense of an inconvenient forum to the exclusive jurisdiction maintenance of any federal or state court sitting such Legal Proceeding in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws such courts. Each of the State of New York out of or relating to this Agreement brought by any party hereto Parties and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, the GKN Related Parties agrees that a final judgment in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement Legal Proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to service of process in the manner provided for notices in Section 11.4. Nothing in this Agreement will affect the right of any of the above-named courtsParty to serve process in any other manner permitted by Law.
Appears in 1 contract
Samples: Merger Agreement (Dana Inc)
Governing Law; Jurisdiction. 4.1 This Agreement shall be interpreted, construed and governed by and construed in accordance with the Laws laws of the State state of New York without regard to the its conflicts of law principles thereofprinciples.
4.2 Any suit, action or proceeding against Associate with respect to this Agreement may be brought in any court of competent jurisdiction in the State of New York or located in the City of New York, as the Company may elect in its sole discretion and Associate hereby submits accordingly to the nonexclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding or judgment. Notwithstanding Associate hereby irrevocably waives any objections which he or she may now or hereafter have to the foregoinglaying of the venue of any suit, the following matters action or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of New York or City of New York. Provided further that nothing herein shall in any way be construed, performed and enforced in accordance with deemed to limit the Laws ability of the Cayman Islands Restricted Group to bring a suit, action or proceeding against Associate with respect to this Agreement, in jurisdictions other than the State of New York and/or City of New York, and in such manner, as may be permitted by applicable law. Associate hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in any inconvenient forum. No suit, action or proceeding against the Company or any Subsidiary with respect to this Agreement may be brought by Associate in any court other than in a court of which competent jurisdiction in the parties hereto State of New York or City of New York, and Associate hereby irrevocably submit waives any right which he or she may otherwise have had to bring such an action in any other court. The Company hereby submits accordingly to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of such suit, action or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courtsproceeding.
Appears in 1 contract
Samples: Agreement of Restrictive Covenants and Other Obligations (Willis Group Holdings PLC)
Governing Law; Jurisdiction. This Agreement Guaranty shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with with, and the Laws rights of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Mergershall be governed by, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out York, excluding choice-of-law principles of the law of such States that would permit the applicable of the laws of a jurisdiction other than such State. The Guarantor and each Beneficiary hereby irrevocably consent and agree that any legal action, suit or relating to proceeding brought in connection with this Agreement shall Guaranty may be heard and determined exclusively brought in any Federal or State of New York federal court sitting located in the Borough of Manhattan of The Manhattan, the City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any York (including the Supreme Court of the State of New York state court sitting in New York County and the Borough United States District Court of Manhattan of The City the Southern District of New York. Consistent with the preceding sentence), the parties hereto and any appellate court from any thereof in any action or proceeding arising out of this Guaranty, and hereby (a) expressly and irrevocably accept and submit to the exclusive jurisdiction of each such court with respect to any federal such action, suit or state court sitting in proceeding. The Guarantor and each Beneficiary hereby waive any objection which they may now or hereafter have to the Borough laying of Manhattan of The City of New York for the purpose venue of any Action arising under the laws of the State aforesaid actions, suits or proceedings, Portions of New York out this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of or relating the Commission pursuant to this Agreement the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. brought by in any party hereto such court and (b) irrevocably waive, hereby further waive and agree not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt suit or immune from attachment or execution, that the Action is proceeding brought therein has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.
Appears in 1 contract
Governing Law; Jurisdiction. This Agreement shall be interpreted, construed and governed by and in accordance with In view of the Laws fact that: (i) the Purchaser was formed pursuant to the laws of the State of New York without regard York; (iii) the Company was formed pursuant to the conflicts laws of the State of Delaware; (iv) the principal place of business of the Purchaser is located in the State of New York; (vi) the principal office of the Company is presently located in Arizona; (vi) the Purchaser does business throughout the United States; and (viii) the Company contemplates doing business in North Dakota and other states, in order to avoid the question of which state law principles thereof. Notwithstanding the foregoingshall be applicable, the following matters arising out of or relating to this parties agree that:
(i) This Agreement shall in all respects be construed, performed governed, applied and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out of or relating and be deemed to this Agreement shall be heard and determined exclusively in any New York federal court sitting an agreement entered into in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City State of New York for the purpose of any Action arising under and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of law.
(ii) The parties agree that pursuant to Section 5-1401 of the General Obligations Law of New York, if applicable, this Agreement shall in all respects be construed, governed, applied and enforced under the internal laws of the State of New York out without giving effect to the principles of or conflicts of laws and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York.
(iii) The parties agree that they shall be deemed to have agreed to binding arbitration with respect to the entire subject matter of any and all disputes relating to or arising under this Agreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement and that any such arbitration shall be commenced exclusively in New York, New York. Any such arbitration shall be by a panel of three arbitrators and pursuant to the commercial rules then existing of the American Arbitration Association in the State of New York, County of New York.
(iv) In all arbitrations, judgment upon the arbitration award may be entered in any court having jurisdiction. The parties specifically designate the Courts in the County of New York, State of New York as properly having venue for any proceeding to confirm and enter judgment upon any such arbitration award. The parties hereby consent to and submit to personal jurisdiction over each of them by the Courts of the State of New York in any action or proceeding to enforce the arbitration award, waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the State of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested, to the addresses which are set forth in Paragraph “C” of this Article “10” of this Agreement or in each case to such other addresses as shall have last been furnished by the like notice. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.
(v) The parties agree that the prevailing party hereto in any arbitration as determined by the arbitrator shall be entitled to such costs and attorney’s fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrator's determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing signed by the other party by fifteen (15%) percent or more. For example, if the party initiating arbitration (“A”) seeks an award of $10,000 plus costs and expenses, the other party (“B”) has offered A $5,000 prior to the commencement of the arbitration proceeding, and the arbitrator awards any amount less than $5,750 to A, the arbitrator should determine that B has “prevailed.”
(vi) The arbitration panel shall have no power to award non-monetary or equitable relief of any sort. It shall also have no power to award (a) damages inconsistent with any applicable agreement between the parties or (b) irrevocably waive, punitive damages or any other damages not measured by the prevailing party’s actual damages; and agree not the parties expressly waive their right to assert by way of motion, defense, obtain such damages in arbitration or otherwise, in any such Actionother forum. In no event, even if any claim that it other portion of these provisions is held invalid or unenforceable, shall the arbitration panel have power to make an award or impose a remedy which could not subject personally be made or imposed by a court deciding the matter in the same jurisdiction.
(vii) Discovery shall be permitted in connection with the arbitration only to the jurisdiction extent, if any, expressly authorized by the arbitrator upon a showing of substantial need by the party seeking discovery.
(viii) All aspects of the above-named courtsarbitration shall be treated as confidential. The parties and the arbitrator may disclose the existence, that its property is exempt content or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue results of the Action is improper, or that this Agreement or arbitration only as provided in the transactions contemplated by this Agreement may not be enforced in or by any rules of the above-named courtsAmerican Arbitration Association in New York, New York. Before making any such disclosure, a party shall give written notice to all other parties and shall afford such parties a reasonable opportunity to protect their interest.
Appears in 1 contract
Samples: Equity Line Agreement (Advantage Disposal Solutions, Inc.)
Governing Law; Jurisdiction. This Agreement Guaranty cannot be changed or terminated orally, and shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed construed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York applicable to contracts made and performed in such state, without regard to principles of conflicts of laws which would result in the application of the substantive law of another jurisdiction. Each of the undersigned hereby consents and agrees that the state or federal courts located in the County of New York, State of New York shall have exclusive jurisdiction to hear and determine any claims or disputes between any of the undersigned, on the one hand, and the Lenders, on the other hand, pertaining to this Guaranty or any of the Transaction Documents or to any matter arising out of or relating related to this Agreement shall Guaranty or any of the Transaction Documents; provided, that each of the undersigned acknowledges that any appeals from those courts may have to be heard and determined exclusively in any by a court located outside of the County of New York federal court sitting in the Borough of Manhattan of The City York, State of New York; and further provided, however, that if such federal court does not have jurisdiction over such Action, such Action nothing in this Guaranty shall be heard and determined exclusively deemed or operate to preclude the Lenders from bringing suit or taking other legal action in any New York state court sitting in other jurisdiction to collect the Borough of Manhattan of The City of New York. Consistent with obligations, to realize on the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of collateral or any federal or state court sitting in the Borough of Manhattan of The City of New York other security for the purpose of any Action arising under the laws obligations, or to enforce a judgment or other court order in favor of the State Lenders. Each of New York out of the undersigned expressly submits and consents in advance to such jurisdiction in any action or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, suit commenced in any such Actioncourt, and each undersigned hereby waives any claim that objection which it is not subject personally to the jurisdiction may have based upon lack of personal jurisdiction, improper venue or forum non conveniens. Each of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue undersigned hereby waives personal service of the Action is impropersummons, complaint and other process issued in any such action or suit and agrees that this Agreement service of such summons, complaint and other process may be made by registered or certified mail addressed to such undersigned in accordance with Section 17 and that service so made shall be deemed completed upon the transactions contemplated by this Agreement may not be enforced earlier of such undersigned’s actual receipt thereof or three (3) days after deposit in or by any of the above-named courtsU.S. mail, proper postage prepaid.
Appears in 1 contract
Governing Law; Jurisdiction. This Agreement shall THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW). The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States, in each case located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.
Appears in 1 contract
Samples: Indenture (LGI Homes, Inc.)
Governing Law; Jurisdiction. This Agreement shall THIS NOTE AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS NOTE, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PROVISIONS THEREOF TO THE EXTENT THAT SUCH PROVISIONS WOULD RESULT IN THE SELECTION OF THE LAW OF A DIFFERENT JURISDICTION AS THE GOVERNING LAW OF THIS NOTE. The Borrower irrevocably consents and agrees, for the benefit of the Holder from time to time of this Note, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Note may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto this Note have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Note brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.
Appears in 1 contract
Governing Law; Jurisdiction. This The Agreement shall be interpreted, construed and governed by and construed in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out York, without reference to that body of law concerning choice of law or conflicts of law, except that the General Corporation Law of the State of Delaware (“GCL”) shall apply to all matters governed by the GCL, including without limitation matters concerning the validity of grants of restricted stock and actions of the Board or the Committee. The Company and the Employee agree that, subject to the agreement to arbitrate disputes set forth in Section 5.10, the sole and exclusive judicial venues for any dispute, difference, cause of action or legal action of any kind that any party, or any officer, director, employee, agent or permitted successor or assign of any party may bring against any other party or any subsidiary of a party, or against any officer, director, employee, agent or permitted successor or assign of any of the foregoing, relating in any manner whatsoever to the Employee’s employment by the Company or any Subsidiary of the Company (including WTAM), as the case may be, or to the termination thereof, including without limitation all disputes arising under this Agreement (a “Proceeding”), shall be heard and determined exclusively in any New York federal court sitting in (a) the Borough of Manhattan of The City United States District Court for the Southern District of New York; provided, however, that if such federal court does not have has statutory jurisdiction over such Action, such Action shall be heard the Proceeding and determined exclusively in any New York state court sitting in (b) the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws Supreme Court of the State of New York out in the County of or relating New York (collectively, the “New York Courts”). Each of the parties hereby expressly (i) consents to this Agreement brought the personal jurisdiction of each of the New York Courts with respect to any Proceeding; (ii) agrees that service of process in any Proceeding may be effected upon such party in the manner set forth in Section 5.1 (other than by electronic communication), as well as in any party hereto other manner prescribed by law; and (biii) irrevocably waivewaives any objection, and agree not to assert by way whether on the grounds of motionvenue, defense, residence or otherwise, in any such Action, any claim that it is not subject personally to domicile or on the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, ground that the Action is Proceeding has been brought in an inconvenient forum, that the venue to any Proceeding brought in either of the Action is improperNew York Courts. Notwithstanding the foregoing, or that nothing in this Agreement or paragraph alters the transactions contemplated by this Agreement may not be enforced parties’ agreement to arbitrate disputes as set forth in or by any of the above-named courtsSection 5.10.
Appears in 1 contract
Samples: Restricted Stock Agreement (WisdomTree Investments, Inc.)
Governing Law; Jurisdiction. This Agreement and all Actions (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) shall be interpretedgoverned by, construed and governed by and enforced in accordance with the Laws (both substantive and procedural) of the State of New York without regard to the conflicts of law principles thereofYork. Notwithstanding the foregoing, (i) the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto Parties hereby irrevocably irrevocable submit it to the non-exclusive jurisdiction of the courts of the Cayman Islands: (a) the First Merger and (b) following the First Merger, (x) the vesting of the rights, property, rights and the property of every description including choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the First Merger Sub and the Company in the Company, Surviving Company and (y) the cancellation of the Ordinary Sharesshares, the rights provided in Section 238 of the CICLCayman Companies Act, the fiduciary or other duties of the board of directors of the Company Board and the board of directors of First Merger Sub and the internal corporate affairs of the Company Company, First Merger Sub and the Surviving Company; (c) the Second Merger and (d) following the Second Merger, (x) the vesting of the rights and the property of every description including choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of Second Merger Sub and Purchaser in the Surviving Entity and (y) the cancellation of the shares, the rights provided in the Cayman Companies Act, the fiduciary or other duties of the board of directors of Purchaser and the board of directors of Second Merger Sub and the internal corporate affairs of Purchaser and Second Merger Sub. All Actions arising under the laws of the State of New York out of or relating to this Agreement shall be heard and determined exclusively in any in any state or federal court located in New York, New York federal court sitting in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence(collectively, the parties “Specified Courts”). Each Party hereto hereby (a) submit submits to the exclusive personal and subject matter jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York Specified Court for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party Party hereto and (b) irrevocably waivewaives, and agree agrees not to assert by way of motion, defense, defense or otherwise, in any such Action, any claim that it is not subject personally to the personal or subject matter jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement hereby may not be enforced in or by any Specified Court. Each Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Xxx. Each Party irrevocably consents to the service of the above-named courtssummons and complaint and any other process in any other Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.1. Nothing in this Section 12.5 shall affect the right of any Party to serve legal process in any other manner permitted by Law.
Appears in 1 contract
Samples: Business Combination Agreement (Distoken Acquisition Corp)
Governing Law; Jurisdiction. This Agreement shall THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes (a "Related Proceeding") may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Service of The City of New York; providedany process, howeversummons, that if such federal court does not have jurisdiction over such Action, such Action notice or document on the Company by mail to the address set forth in Section 17.03 shall be heard and determined exclusively effective service of process for any Related Proceeding brought in any New York state court sitting such court. Each of the Company and its Subsidiaries not located in the Borough United States irrevocably appoints Sting, LLC, a Delaware limited liability company, as its agent to receive service of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction process or other legal summons for purposes of any federal such suit, action or state court sitting proceeding that may be instituted in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws courts of the State of New York out or the courts of or relating the United States located in the Borough of Manhattan, New York City, New York. With respect to this Agreement brought any Related Proceeding, each party irrevocably waives, to the fullest extent permitted by any party hereto and applicable law, all immunity (b) irrevocably waive, and agree not to assert by way whether on the basis of motion, defense, sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York and will not raise or claim or cause to be pleaded any such Actionimmunity at or in respect of any such Related Proceeding, including, without limitation, any claim that it is not subject personally immunity pursuant to the jurisdiction United States Foreign Sovereign Immunities Act of the above-named courts1976, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courtsas amended.
Appears in 1 contract
Samples: Indenture (Scorpio Tankers Inc.)
Governing Law; Jurisdiction. This Agreement shall THIS INDENTURE AND EACH NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK. The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee and each of the Agents, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, . To the extent that the venue Company has or hereafter may acquire any sovereign or other immunity from jurisdiction of any court or from any legal process with respect to itself or its property, the Action is improperCompany irrevocably waives such immunity in respect of its obligations hereunder or under any Note. The Company agrees that final judgment in any such suit, action or that this Agreement or proceeding brought in such a court shall be conclusive and binding upon the transactions contemplated Company and, to the extent permitted by this Agreement applicable law, may not be enforced in any court to the jurisdiction of which the Company is subject by a suit upon such judgment or in any manner provided by any law, provided that service of process is effected upon the Company in the manner specified in Section 17.05 or as otherwise permitted by law. To the extent permitted by the applicable law, application of the above-named courtsTrustee Ordinance (Cap. 29) of Hong Kong shall be expressly excluded.
Appears in 1 contract
Samples: Indenture (WEIBO Corp)
Governing Law; Jurisdiction. This Deposit Agreement and the Receipts shall be interpreted, construed and governed by and interpreted in accordance with with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the Laws laws of the State of New York without regard reference to the conflicts principles of choice of law principles thereof. Except as set forth in the following paragraph of this Section 18, the Company and the Depositary agree that the federal or state courts in the City of New York shall have jurisdiction to hear and determine any suit, action or proceeding and to settle any dispute between them that may arise out of or in connection with this Deposit Agreement and, for such purposes, each irrevocably submits to the non-exclusive jurisdiction of such courts. The Company hereby irrevocably designates, appoints and empowers CT Corporation System (the "Agent") now at 100 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Telephone: (000) 000-0000, as its authorized agent to receive and accept for and on its behalf, and on behalf of its properties, assets and revenues, service by mail of any and all legal process, summons, notices and documents that may be served in any suit, action or proceeding brought against the Company in any federal or state court as described in the preceding sentence or in the next paragraph of this Section 18. If for any reason the Agent shall cease to be available to act as such, the Company agrees to designate a new agent in the City of New York on the terms and for the purposes of this Section 18 reasonably satisfactory to the Depositary. The Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding against the Company, by service by mail of a copy thereof upon the Agent (whether or not the appointment of such Agent shall for any reason prove to be ineffective or such Agent shall fail to accept or acknowledge such service), with a copy mailed to the Company by registered or certified air mail, postage prepaid, to its address provided in Section 16 hereof. The Company agrees that the failure of the Agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Notwithstanding the foregoing, the following matters Depositary and the Company unconditionally agree that in the event that a Holder or Beneficial Owner brings a suit, action or proceeding against (a) the Company, (b) the Depositary in its capacity as Depositary under this Deposit Agreement or (c) against both the Company and the Depositary, in any state or federal court of the United States, and the Depositary or the Company have any claim, for indemnification or otherwise, against each other arising out of the subject matter of such suit, action or relating to this Agreement shall be construedproceeding, performed then the Company and enforced the Depositary may pursue such claim against each other in accordance with the Laws of state or federal court in the Cayman Islands United States in respect of which such suit, action, or proceeding is pending, and for such purposes, the parties hereto hereby Company and the Depositary irrevocably submit to the non-exclusive jurisdiction of such courts. The Company agrees that service of process upon the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub Agent in the Companymanner set forth in the preceding paragraph shall be effective service upon it for any suit, action or proceeding brought against it as described in this paragraph. The Company irrevocably and unconditionally waives, to the cancellation fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the Ordinary Sharesvenue of any actions, the rights suits or proceedings brought in any court as provided in this Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive18, and agree hereby further irrevocably and unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum. EACH PARTY TO THE DEPOSIT AGREEMENT (INCLUDING, that the venue of the Action is improperFOR AVOIDANCE OF DOUBT, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courtsEACH HOLDER AND BENEFICIAL OWNER AND/OR HOLDER OF INTERESTS IN ADRS) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE DEPOSITARY AND/OR THE COMPANY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE ADSs OR THE ADRs, THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR ANY OTHER THEORY).
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Governing Law; Jurisdiction. (a) This Agreement shall be interpretedand all claims, construed and governed by and controversies, disputes or proceedings in accordance connection with the Laws of the State of New York without regard to the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to transactions contemplated by this Agreement shall be construedgoverned by, performed and enforced construed in accordance with with, the Laws laws of the Cayman Islands state of Delaware applicable to contracts executed in respect of which the parties hereto hereby irrevocably submit and to the non-exclusive jurisdiction be performed entirely within that state, regardless of the courts laws that might otherwise govern under any applicable conflict of the Cayman Islands: the MergerLaws principles; provided, the vesting of the rightshowever, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under that the laws of the State of Florida shall govern any matters pertaining to the internal corporate governance of the Company, including, the interpretation of the Company Board’s fiduciary duties to the stockholders of the Company in connection with this Agreement and the Merger; provided, further, that notwithstanding the foregoing, except as otherwise set forth in the Debt Commitment Letter , all claims, controversies, disputes or proceedings and matters relating to the interpretation, construction, validity and enforcement (whether at law, in equity, in contract, in tort, or otherwise) against any of the Financing Sources in any way relating to the Debt Commitment Letter or the performance thereof or the Debt Financing, shall be exclusively governed by, and construed and interpreted in accordance with, the Laws of the state of New York York, without giving effect to any choice or conflict of law provision or rule that would cause the application of Laws of any other jurisdiction.
(b) All Litigation arising out of or relating to this Agreement shall be heard and determined exclusively in the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over any Litigation, any state or federal court within the State of Delaware, or, if other state and federal courts within the State of Delaware declines to accept jurisdiction over any Litigation, or refers any question to Florida courts, the U.S. District Court of the Southern District of Florida) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any New York federal court sitting such Litigation and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Litigation. To the fullest extent permitted by applicable Law, each of the parties hereto hereby consents to the service of process in accordance with Section 9.3; provided, that nothing herein shall affect the Borough right of Manhattan of any party to serve legal process in any other manner permitted by Law. The City of New Yorkparties hereto agree that a final judgment in any such Litigation shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting nothing in the Borough foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment.
(c) Notwithstanding anything in this Agreement to the contrary, each of Manhattan of The City of New York. Consistent with the preceding sentence, the other parties hereto hereby agrees that (ai) submit to it will not bring or support any Litigation against the exclusive jurisdiction of any federal or state court sitting Financing Sources, in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwisetheir capacities as such, in any such Action, any claim that it is not subject personally way relating to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced herein, including any dispute arising out of or relating in any way to the Debt Financing or by the performance thereof or the transactions contemplated thereby, in any forum other than a court of competent jurisdiction located within the above-named Borough of Manhattan in the City of New York, New York, and irrevocably submits for itself and its property with respect to any such action to the exclusive jurisdiction of such courts, whether a state or Federal court and (ii) the provisions of Section 9.8 relating to the waiver of jury trial shall apply to any such Litigation.
Appears in 1 contract
Samples: Merger Agreement (Tech Data Corp)
Governing Law; Jurisdiction. (a) This Agreement shall Agreement, and all legal or administrative proceedings, suits, investigations, arbitrations or actions (“Actions”) that may be interpretedbased upon, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement or any of the transactions contemplated hereby or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or relating to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be construed, performed governed by and enforced construed in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York York, including its statute of limitations, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws.
(b) Each of the parties hereto irrevocably and unconditionally, with respect to any Action arising out of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting in or the Borough of Manhattan of The City of New York; providedtransactions contemplated hereby, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) agrees to submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws Supreme Court of the State of New York, New York out County, and the United States District Court for the Southern District of or relating to this Agreement brought by any party hereto New York, and appellate courts thereof, (b) irrevocably waiveagrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court, (c) waives any objection to the laying of venue in such court, (d) waives and agree agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Action, court that such Action brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, forum and (e) agrees that it will not bring any such Action in any court other than the venue Supreme Court of the Action is improperState of New York, or that this Agreement or New York County, and the transactions contemplated by this Agreement may not be enforced in or by any United States District Court for the Southern District of New York, or, if (and only if) such court finds it lacks subject matter jurisdiction, the federal court of the above-named courtsUnited States of America sitting in New York, and appellate courts thereof, or, if (and only if) each such court for the State of New York and such federal court finds it lacks subject matter jurisdiction, any state court within the State of New York. Each of the parties hereto further agrees that, to the fullest extent permitted by applicable Law, service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 5.8 shall be effective service of process for any such Action.
Appears in 1 contract
Samples: Registration Rights Agreement (PENN Entertainment, Inc.)
Governing Law; Jurisdiction. (a) This Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law Law principles thereof. Notwithstanding thereof that would subject such matter to the foregoingLaws of another jurisdiction, except that the following matters arising out of or relating to this Agreement shall be construedexclusively interpreted, performed construed and enforced governed by and in accordance with the Laws of the Cayman Islands Islands, in respect of which the parties Parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: (i) the Merger, ; (ii) the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts property and liabilities of each of the Company and Merger Sub in the Surviving Company, ; (iii) the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, Shares (including Shares represented by ADSs); (iv) the fiduciary or other duties of the Company Board and the board sole director of directors each of Parent and Merger Sub Sub; (v) the general rights of the respective shareholders of the Company, Parent and Merger Sub, including the rights with respect to any Dissenting Shares; and (vi) the internal corporate affairs of the Company Company, Parent and Merger Sub.
(b) Subject to the exception for matters to be governed by the Laws of the Cayman Islands and subject to the jurisdiction of the courts of the Cayman Islands as set forth in Section 10.08(a), any Legal Proceeding arising out of or in any way relating to this Agreement shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the HKIAC Administered Arbitration Rules in force at the relevant time and as may be amended by this Section 10.08 (the “HKIAC Rules”). All Actions arising The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the HKIAC Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the Parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.
(c) Notwithstanding the foregoing, the Parties hereby consent to and agree that in addition to any recourse to arbitration as set out in this Section 10.08, any Party may, to the extent permitted under the rules and procedures of the HKIAC, seek an interim injunction or other form of relief from the HKIAC as provided for in its HKIAC Rules. Such application shall also be governed by, and construed in accordance with, the laws of the State of New York out of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.
Appears in 1 contract
Samples: Merger Agreement (LAIX Inc.)
Governing Law; Jurisdiction. (a) This Agreement shall be interpretedgoverned by, construed and governed by and interpreted in accordance with with, the Laws laws of the State of New York without regard York.
(b) To the fullest extent it may effectively do so, the Company hereby (i) irrevocably submits to the conflicts non-exclusive jurisdiction of law principles any New York State or federal court sitting in The City of New York, and any appellate court from any thereof. Notwithstanding the foregoing, the following matters in any suit, action or proceeding arising out of or relating to this Agreement shall be construed, performed (a "RELATED PROCEEDING") and enforced in accordance with the Laws of the Cayman Islands (ii) irrevocably agrees that all claims in respect of which the parties hereto any Related Proceeding may be heard and determined in such New York State or federal court. The Company hereby irrevocably submit waives, to the non-exclusive jurisdiction fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any Related Proceeding and any objection to any Related Proceeding whether on the grounds of venue, residence or domicile. The Company hereby agrees, to the fullest extent it may effectively do so, that a final judgment in any Related Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or any other manner provided by law.
(c) The Company hereby appoints Corporation Services Company (the "PROCESS AGENT"), with an office on the date hereof at 1133 Avenue of the courts of the Cayman Islands: the MergerAmericas, the vesting of the rightsXxxxx 0000, propertyXxx Xxxx, choses in actionXxx Xxxx 00000, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs as its agent to receive on behalf of the Company and Merger Sub. All Actions arising under the laws its property service of copies of the State of summons and complaint and any other process which may be served in any Related Proceeding in such New York out of State or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentenceThe Company hereby agrees that such service may be made by U.S. registered mail, the parties hereto hereby (a) submit to the exclusive jurisdiction fullest extent permitted by law, or by delivering by hand a copy of such process to the Company in care of the Process Agent at the address specified above for the Process Agent (and the Company hereby agrees that such service will be effective upon delivery by hand of such process to the office of the Process Agent or 10 days after mailing, to the fullest extent permitted by law), and the Company hereby authorizes and directs the Process Agent to accept on its behalf such service. The Company hereby agrees that failure of the Process Agent to give notice to the Company, or failure of the Company to receive notice of such service of process, shall not affect in any way the validity of such service on the Process Agent or the Company. The Company hereby irrevocably consents, to the fullest extent permitted by law, to the service of any and all process in any Related Proceeding in a New York State or federal or state court sitting in the Borough of Manhattan of The City of New York for by sending by U.S. registered mail copies of such process to the purpose Company at 0000 Xxxxxx Xxxxxx Parkway, Suite 900, Las Vegas, Nevada 89169-0925, Attn: Xxxxxx X. York (and the Company hereby agrees that such service will be effective 10 days after the mailing thereof). The Company hereby covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any Action arising under and all documents that may be necessary to continue the laws designation of the State Process Agent in full force and effect, and to cause the Process Agent to continue to act as such. In addition, the Company hereby agrees that none of New York out its agreements described in this or the preceding paragraph shall affect the right of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, serve legal process in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated other manner permitted by this Agreement may not be enforced in or by any of the above-named courtslaw.
Appears in 1 contract
Samples: Fiscal Agency Agreement (Thirty Eight Hundred Fund LLC)
Governing Law; Jurisdiction. 4.1 This Agreement shall be interpreted, construed and governed by and construed in accordance with the Laws laws of the State state of New York without regard to the its conflicts of law principles thereofprinciples.
4.2 Any suit, action or proceeding against Optionee with respect to this Agreement may be brought in any court of competent jurisdiction in the State of New York or located in the City of New York, as the Company may elect in its sole discretion and Optionee hereby submits accordingly to the nonexclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding or judgment. Notwithstanding Optionee hereby irrevocably waives any objections which he or she may now or hereafter have to the foregoinglaying of the venue of any suit, the following matters action or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of New York or City of New York. Provided further that nothing herein shall in any way be construed, performed and enforced in accordance with deemed to limit the Laws ability of the Cayman Islands Restricted Group to bring a suit, action or proceeding against Optionee with respect to this Agreement, in jurisdictions other than the State of New York and/or City of New York, and in such manner, as may be permitted by applicable law. Optionee hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in any inconvenient forum. No suit, action or proceeding against the Company or any Subsidiary with respect to this Agreement may be brought by Optionee in any court other than in a court of which competent jurisdiction in the parties hereto State of New York or City of New York, and Optionee hereby irrevocably submit waives any right which he or she may otherwise have had to bring such an action in any other court. The Company hereby submits accordingly to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of such suit, action or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courtsproceeding.
Appears in 1 contract
Samples: Restrictive Covenants Agreement (Willis Group Holdings PLC)
Governing Law; Jurisdiction. This Agreement shall THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF). The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts. Section 17.05.
Appears in 1 contract
Samples: Indenture (Evolent Health, Inc.)
Governing Law; Jurisdiction. (a) This Agreement shall be interpreted, construed and governed by and construed in accordance with the Laws of the State of New York York, without regard to the conflicts of law principles thereof. Notwithstanding the foregoingof such state.
(b) With respect to any suit, the following matters arising out of action or proceeding relating to this Agreement shall (each, a “Proceeding”), each party hereto irrevocably (i) agrees and consents to be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit subject to the exclusive jurisdiction of the United States District Court for the Southern District of New York or any federal or state New York State court sitting in the Borough of Manhattan of The City of New York for City and (ii) waives any objection which it may have at any time to the purpose laying of venue of any Action arising under the laws of the State of New York out of or relating to this Agreement Proceeding brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Actioncourt, waives any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such Proceeding has been brought in an inconvenient forumforum and further waives the right to object, with respect to such Proceeding, that the venue such court does not have any jurisdiction over such party. Purchaser hereby irrevocably designates, appoints and empowers Xxxxxx Xxxx & Xxxxxx LLP, c/o its Managing Attorney, with offices located at 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf service of the Action any legal process, summons notices and documents which may be served in any such Proceeding. If for any reason Xxxxxx Xxxx & Xxxxxx LLP is improperunable or unwilling to continue to act as such designee, or that this Agreement or the transactions contemplated by this Agreement may not be enforced appointee and agent, Purchaser agrees to immediately appoint a successor designee, appointee and agent in or by any of the above-named courtsNew York City acceptable to Sellers.
(c) EACH OF PURCHASER AND THE SELLERS HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION AS BETWEEN THE PARTIES DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR DISPUTES RELATING HERETO. EACH OF PURCHASER AND THE SELLERS (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.10(c)
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Videsh Sanchar Nigam LTD)
Governing Law; Jurisdiction. (a) This Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law Law principles thereof. Notwithstanding thereof that would subject such matter to the foregoingLaws of another jurisdiction, except that the following matters arising out of or relating to this Agreement shall be construedexclusively interpreted, performed construed and enforced governed by and in accordance with the Laws of the Cayman Islands Islands, in respect of which the parties Parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: (i) the Merger, ; (ii) the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts property and liabilities of each of the Company and Merger Sub in the Surviving Company, ; (iii) the cancellation of the Ordinary Shares, Shares (including Shares represented by ADSs); (iv) the rights provided for in Section 238 of the CICL, Companies Law with respect to any Dissenting Shares; (v) the fiduciary or other duties of the Company Board and the board sole director of directors each of Parent and Merger Sub Sub; (vi) the general rights of the respective shareholders of the Company, Parent and Merger Sub; and (vii) the internal corporate affairs of the Company Company, Parent and Merger Sub.
(b) Subject to the exception for matters to be governed by the Laws of the Cayman Islands and subject to the jurisdiction of the courts of the Cayman Islands as set forth in Section 10.8(a), any Action arising out of or in any way relating to this Agreement or the subject matter hereunder (including a dispute regarding the existence, validity, formation, effect, interpretation, performance or termination of this Agreement) shall be submitted exclusively to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the HKIAC Administered Arbitration Rules in force at the relevant time and as may be amended by this Section 10.8 (the “HKIAC Rules”). All Actions arising The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the HKIAC Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the Parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.
(c) Notwithstanding the foregoing, the Parties hereby consent to and agree that in addition to any recourse to arbitration as set out in this Section 10.8, any Party may, to the extent permitted under the laws rules and procedures of the HKIAC, seek an interim injunction or other form of relief from the HKIAC as provided for in the HKIAC Rules. Such application shall also be governed by, and construed in accordance with, the Laws of the State of New York out of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.
Appears in 1 contract
Samples: Merger Agreement (Ruhnn Holding LTD)
Governing Law; Jurisdiction. (a) This Agreement Agreement, the Notes, the other Loan Documents and all other documents executed in connection herewith, shall be interpreted, construed deemed to be contracts and governed agreements executed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof. Notwithstanding the foregoingBorrowers, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the MergerAgent, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board Floor Plan Agent and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising Lenders under the laws of the State of New York and of the United States of America and for all purposes shall be governed by, and construed and interpreted in accordance with, the laws of said State and of the United States of America.
(b) Each Borrower hereby irrevocably submits generally and unconditionally for itself and in respect of its property to the non-exclusive jurisdiction of any New York state court, or any United States federal court, sitting in the City of New York or County of New York, New York, and to the non-exclusive jurisdiction of any state or United States federal court sitting in the state in which any of the Collateral is located, over any suit, action or proceeding arising out of or relating to this Agreement shall be heard or the Obligations. Each Borrower hereby agrees and determined exclusively consents that, in addition to any methods of service of process provided for under applicable law, all service of process in any New York federal court sitting in the Borough of Manhattan of The City of New York; providedsuch suit, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively action or proceeding in any New York state court court, or any United States federal court, sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York or County of New York, New York may be made by certified or registered mail, return receipt requested, directed to such Borrower at its address stated in Section 13.1, or at a subsequent address of which the Agent received actual notice from such Borrower in accordance with this Agreement, and service so made shall be complete five (5) days after the same shall have been so mailed. Each Borrower, to the extent it is not qualified to do business in New York, hereby irrevocably designates, appoints and empowers the Company, with offices at the address specified in Section 13.1(a) as its designee, appointee and agent to receive, accept and acknowledge for the purpose and on its behalf, and in respect of its property, service of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waiveall legal process, summons, notices and agree not to assert by way of motion, defense, or otherwise, documents which may be served in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt action or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courtsproceedings.
Appears in 1 contract
Samples: Revolving Credit Agreement (Asbury Automotive Group Inc)
Governing Law; Jurisdiction. This Agreement shall THIS INDENTURE, EACH NOTE, THE NOTES SECURITY DOCUMENTS, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE, ANY NOTE, OR ANY NOTE SECURITY DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF). Each of the Company and each Subsidiary Guarantor irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes, the Trustee and the Notes Collateral Agent, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Mergereach such court in personam, the vesting of the rights, property, choses in generally and unconditionally with respect to any action, businesssuit or proceeding for itself in respect of its properties, undertaking, goodwill, benefits, immunities assets and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs revenues. Each of the Company and Merger Sub. All Actions each Subsidiary Guarantor irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising under out of or in connection with this Indenture brought in the laws courts of the State of New York out or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.
Appears in 1 contract
Governing Law; Jurisdiction. (a) This Agreement, the Transactions and negotiation, execution, performance and enforcement of this Agreement shall be governed by, and construed in accordance with, the Laws of the State of New York, without giving effect to any choice or conflict of laws provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of New York, except that the following matters arising out of or relating to this Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to Missouri (the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: “Missouri Law Matters”): the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided for in Section 238 of the CICLSections 351.447 and/or 351.455 (as applicable) with respect to Dissenting Shares, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws Company.
(b) Each of the State of New York parties hereto hereby agrees that (i) all actions and proceedings arising out of or relating to this Agreement, the Transactions and the negotiation, execution, performance and enforcement of this Agreement shall be heard and determined exclusively in any New York federal court sitting in the Borough Supreme Court of Manhattan of The City the State of New York, New York County, or, if such court lacks subject matter jurisdiction, the United States District Court for the Southern District of New York, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iii) a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law; provided, however, that if such federal court does not have jurisdiction over such Action, such Action each of the parties hereto agrees that (i) all actions and proceedings arising out of or relating to the Missouri Law Matters shall be heard and determined exclusively in the Circuit Courts of Xxxxxxx County in the State of Missouri, or if such court lacks subject matter jurisdiction, the United States District Court for the Western District of Missouri, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iii) a final judgment in any New York state court sitting such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the Borough judgment or in any other manner provided by Law.
(c) Each party irrevocably consents to the service of Manhattan process outside the territorial jurisdiction of The City of New Yorkthe courts referred to in this Section 8.8 in any such action or proceeding by mailing copies thereof by registered or certified United States mail, postage prepaid, return receipt requested, to its address as specified in or pursuant to this Article VIII. Consistent with the preceding sentenceHowever, the parties hereto hereby foregoing shall not limit the right of a party to effect service of process on the other party by any other legally available method.
(ad) submit Notwithstanding anything herein to the contrary, each party acknowledges and irrevocably agrees (i) that any action or proceeding, whether in contract or tort, at law or in equity or otherwise, involving any Financing Source or any party providing Equity Financing arising out of, or relating to, the transactions contemplated hereby, the Debt Commitment Letter, the Debt Financing or the performance of services thereunder or related thereto shall be subject to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws Supreme Court of the State of New York, County of New York, or if under applicable Law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York out (and the appellate courts thereof) and each party submits for itself and its property with respect to any such action or proceeding to the exclusive jurisdiction of such court and agrees not to bring (or relating permit any of its Affiliates to this Agreement brought bring or support anyone else in bringing) any such action or proceeding in any other court, (ii) to waive and hereby waives, to the fullest extent permitted by applicable Law, any party hereto and (b) irrevocably waiveobjection which it may now or hereafter have to the laying of venue of, and agree not the defense of an inconvenient forum to assert by way of motionthe maintenance of, defense, any such action or otherwise, proceeding in any such Action, court and (iii) that a final judgment in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt such action or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by any of the above-named courtsapplicable Law.
Appears in 1 contract
Samples: Merger Agreement (Epiq Systems Inc)
Governing Law; Jurisdiction. (a) This Agreement shall be interpreted, construed and governed by and construed in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out without reference to such state’s principles of or relating conflicts of law that would refer a matter to this Agreement shall be heard and determined exclusively in any New York federal court sitting in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and a different jurisdiction.
(b) irrevocably waiveSubject to Section 1.3(c)(iv) and Section 9.6(c), and agree not with respect to assert by way of motionany suit, defense, action or otherwise, in any such Action, any claim that it is not subject personally proceeding relation to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not hereby (each a “Proceeding”), each party irrevocably (i) agrees and consents to be enforced in or by any subject to the exclusive jurisdiction of the above-named courtsUnited States District Court for the Southern District of New York or, if for any reason the United States District Court for the Southern District of New York lacks subject matter jurisdiction, any New York State court sitting in New York City and any direct appellate courts therefrom and (ii) waives any objection which it may have at any time to the laying of venue of any Proceeding brought in any such court, waives any claim that such Proceeding has been brought in an inconvenient forum and further waives the right to object, with respect to such Proceeding, that such court does not have any jurisdiction over such party. THE PARTIES HEREBY AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING IN THE MANNER PROVIDED IN SECTION 10.2, OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW, SHALL BE VALID AND SUFFICIENT SERVICE THEREOF AND HEREBY WAIVE ANY OBJECTIONS TO SERVICE ACCOMPLISHED IN THE MANNER HEREIN PROVIDED.
Appears in 1 contract
Governing Law; Jurisdiction. This Agreement shall THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF TO THE EXTENT INCONSISTENT WITH THE CHOICE OF NEW YORK LAW). The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.
Appears in 1 contract
Samples: Indenture (UTi WORLDWIDE INC)
Governing Law; Jurisdiction. (a) This Agreement shall Guaranty and the obligations hereunder will be interpretedgoverned by, and construed and governed by and enforced in accordance with with, the Laws of the State of New York, without giving effect to any choice or conflict of law provisions or rule (whether of the State of New York without regard or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of New York.
(b) (i) Any dispute, controversy, claim, action or proceeding between the parties hereto that arises out of, relates to or is in any manner connected with this Guaranty, including any question regarding the rights and obligations arising hereunder or the validity, termination of or performance or non-performance under, this Guaranty, (ii) any breach of this Guaranty, or (ii) any other claim (including tort claims and including recognition and enforcement of any judgment in respect of this Guaranty and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns), which arises out of, relates to or is in any manner connected with this Guaranty or any documents or instruments delivered in connection herewith, shall be exclusively referred to, brought in and/or determined by the United States District Court for the Southern District of New York (or, if that court does not have jurisdiction, the Supreme Court of the State of New York, County of New York) and the appropriate appellate courts therefrom.
(c) Each of the parties hereto hereby (a) expressly, irrevocably, and unconditionally submits to the conflicts exclusive personal jurisdiction of law principles thereof. Notwithstanding the foregoingUnited States District Court for the Southern District of New York (or, if that court does not have jurisdiction, the following matters Supreme Court of the State of New York, County of New York) and the appropriate appellate courts therefrom in the event any dispute arises out of this Guaranty or the transactions contemplated hereby, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such courts, (c) agrees that it will not bring any action relating to this Guaranty or the transactions contemplated hereby in any court other than the United States District Court for the Southern District of New York (or, if that court does not have jurisdiction, the Supreme Court of the State of New York, County of New York) and the appropriate appellate courts therefrom, (d) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement shall be construed, performed Guaranty and enforced in accordance with the Laws (e) agrees that each of the Cayman Islands in respect other parties shall have the right to bring any action or proceeding for enforcement of which a judgment entered by the United States District Court for the Southern District of New York (or, if that court does not have jurisdiction, the Supreme Court of New York, County of New York) and the appropriate appellate courts therefrom. Each of the parties hereto agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. The parties hereby irrevocably submit to the non-further agree that New York state or United States Federal courts sitting in New York County, State of New York shall have exclusive jurisdiction over any action (whether at law, in equity, in contract, in tort or otherwise) brought against any Financing Source in connection with the transactions contemplated under this Guaranty.
(d) The foregoing consents to jurisdiction and appointments of the courts agents to receive service of the Cayman Islands: the Merger, the vesting process shall not constitute general consents to service of the rights, property, choses process in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out of or relating for any purpose except as provided above and shall not be deemed to this Agreement shall be heard and determined exclusively in confer rights on any New York federal court sitting in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, person other than the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courtshereto.
Appears in 1 contract
Samples: Guaranty (Privet Fund LP)
Governing Law; Jurisdiction. This Agreement and all Actions (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) shall be interpretedgoverned by, construed and governed by and enforced in accordance with the Laws (both substantive and procedural) of the State of New York without regard to the conflicts of law principles thereofYork. Notwithstanding the foregoing, (i) the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto Parties hereby irrevocably irrevocable submit it to the non-exclusive jurisdiction of the courts of the Cayman Islands: (a) the First Merger, the Second Merger, (b) following the First Merger, (x) the vesting of the rights, property, rights and the property of every description including choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the First Merger Sub and the Company in the Company, Surviving Company and (y) the cancellation of the Ordinary Sharesshares, the rights provided in Section 238 of the CICLCayman Companies Act, the fiduciary or other duties of the board of directors of the Company Board and the board of directors of First Merger Sub and the internal corporate affairs of the Company, First Merger Sub and the Surviving Company; and (c) following the Second Merger, (x) the vesting of the rights and the property of every description including choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of Second Merger Sub and Purchaser in the Second Surviving Company and (y) the cancellation of the shares, the rights provided in Section 238 of the Cayman Companies Act, the fiduciary or other duties of the board of directors of Purchaser and the board of directors of Second Merger Sub and the internal corporate affairs of Purchaser and Second Merger Sub. All Actions arising under the laws of the State of New York out of or relating to this Agreement shall be heard and determined exclusively in any New York federal or state court sitting located in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any the State of New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence(collectively, the parties “Specified Courts”). Each Party hereto hereby (a) submit submits to the exclusive personal and subject matter jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York Specified Court for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party Party hereto and (b) irrevocably waivewaives, and agree agrees not to assert by way of motion, defense, defense or otherwise, in any such Action, any claim that it is not subject personally to the personal or subject matter jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions Transactions contemplated by this Agreement hereby may not be enforced in or by any Specified Court. Each Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lxx. Each Party irrevocably consents to the service of the above-named courtssummons and complaint and any other process in any other Action relating to the Transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 11.1. Nothing in this Section 11.5 shall affect the right of any Party to serve legal process in any other manner permitted by Law.
Appears in 1 contract
Samples: Business Combination Agreement (Aimei Health Technology Co., Ltd.)
Governing Law; Jurisdiction. This Agreement shall THIS INDENTURE (INCLUDING, FOR THE AVOIDANCE OF DOUBT, THE SUBSIDIARY GUARANTEES INCLUDED HEREIN) AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE (INCLUDING, FOR THE AVOIDANCE OF DOUBT, THE SUBSIDIARY GUARANTEES INCLUDED HEREIN) AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF). The Company and each Subsidiary Guarantor irrevocably consent and agree, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company and each Subsidiary Guarantor irrevocably and unconditionally waive, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.
Appears in 1 contract
Samples: Indenture (GNC Holdings, Inc.)
Governing Law; Jurisdiction. This Agreement shall THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF). The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be interpreted, construed and governed by and brought in accordance with the Laws courts of the State of New York without regard to or the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws courts of the Cayman Islands United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of which the parties hereto Notes have been paid, hereby irrevocably submit consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out or the courts of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting the United States located in the Borough of Manhattan of The City of New York; providedManhattan, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentenceCity, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) hereby further irrevocably waive, and agree unconditionally waives and agrees not to assert by way of motion, defense, plead or otherwise, claim in any such Actioncourt that any such action, suit or proceeding brought in any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts..
Appears in 1 contract
Governing Law; Jurisdiction. (a) This Agreement and all disputes, controversies or claims relating to, arising out of or under, or in connection with this Agreement and the transactions contemplated hereby, including the negotiation, execution and performance hereunder, shall be interpretedgoverned by, and construed and governed by and in accordance with, the internal substantive laws of the State of New York, excluding, to the greatest extent a New York court would permit, the application of the laws of any other jurisdiction. Each of the Parties irrevocably and unconditionally submits to the sole and exclusive personal jurisdiction of (i) the courts of the State of New York, and (ii) the United States District Court for the Southern District of New York (together with appropriate appellate courts therefrom, the Laws “New York Courts”), for the purposes of any dispute, claim, controversy, suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby or thereby. Each of the Parties hereto further agrees and covenants (A) to commence any such action, suit or proceeding either in the United States District Court for the Southern District of New York or, if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the courts of the State of New York without regard and (B) to not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. Each of the Parties hereby irrevocably and unconditionally consents to service of any process, summons, notice or document by U.S. prepaid certified or registered mail to such Party’s respective address set forth above in Section 11.2 and agrees that such service shall be effective service of process for any action, suit or proceeding in the New York Courts with respect to any matters to which it has submitted to jurisdiction in this Section 11.10. Nothing herein shall be deemed to limit or prohibit service of process by any other manner as may be permitted by Applicable Law. Each of the Parties irrevocably and unconditionally waives any objection to the conflicts laying of law principles thereof. Notwithstanding the foregoingvenue of any action, the following matters suit or proceeding arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by hereby in the New York Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.
(b) Each of the Parties hereto hereby agrees that a final judgment in any dispute, claim, controversy, suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby or thereby shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by any of the above-named courtsApplicable Law.
(c) EACH PARTY HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF. EACH OF THE PARTIES HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.10(c).
Appears in 1 contract
Samples: Internalization Agreement (Annaly Capital Management Inc)