Common use of Governing Law; Specific Performance Clause in Contracts

Governing Law; Specific Performance. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed in that State. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in the Court of Chancery of the State of Delaware. The parties hereto hereby (i) submit to the exclusive jurisdiction of the Court of Chancery for the State of Delaware for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto, and (ii) 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 court, 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 may not be enforced in or by any of the above-named court. (b) The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, subject to the provisions of Section 9.03(b), which shall be the exclusive right and remedy for the matters described therein provided the Company has complied with the provisions of Section 7.05 and not otherwise breached any covenant, representation or warranty or any other obligation or agreement in this Agreement, the parties agree that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chancery Court of the State of Delaware, without bond or other security being required, this being in addition to any other remedy to which they are entitled at Law or in equity. Parent and Purchaser agree and acknowledge that none of the directors, officers or affiliates of the Company shall have any personal liability hereunder, including, without limitation, for any breach of this Agreement or inaccuracy of any representation or warranty.

Governing Law; Specific Performance. (a) This Agreement shall be governed by, The substantive and construed in accordance with, the procedural laws of the State of Delaware applicable to contracts executed in made and to be performed in that Statesuch state, without regard to conflicts of law principles, of the State of New York will govern all questions concerning the construction, validity and interpretation of this Agreement and the performance of the obligations imposed by this Agreement. All actions and proceedings Any proceeding or action arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought in the United States federal courts sitting in New York (and, only if jurisdiction is not available in such federal courts, in the state courts of New York) and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding or action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the proceeding or action shall be heard and determined exclusively only in the Court of Chancery of the State of Delaware. The parties hereto hereby (i) submit any such court, and agrees not to the exclusive jurisdiction of the Court of Chancery for the State of Delaware for the purpose of bring any Action proceeding or action arising out of or relating to this Agreement brought by or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party hereto, and (ii) irrevocably waive, and agree not to assert serve process in any manner permitted by way of motion, defense, Law or otherwiseto commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any such Actionaction, any claim that it is not subject personally suit or proceeding brought pursuant to the jurisdiction of the above-named court, 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 may not be enforced in or by any of the above-named court. (b) Section 9.09. The parties Parties agree that irreparable damage would occur in the event that if any of the provisions provision of this Agreement were not performed in accordance with their specific the terms or were otherwise breached. Accordingly, subject to the provisions of Section 9.03(b), which shall be the exclusive right hereof and remedy for the matters described therein provided the Company has complied with the provisions of Section 7.05 and not otherwise breached any covenant, representation or warranty or any other obligation or agreement in this Agreement, the parties agree that the parties Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and or to enforce specifically the performance of the terms and provisions of this Agreement in the Chancery Court of the State of Delawarehereof, without bond or other security being required, this being in addition to any other remedy to which they are entitled at Law law or in equity. Parent and Purchaser agree and acknowledge that none of the directors, officers or affiliates of the Company shall have any personal liability hereunder, including, without limitation, for any breach of this Agreement or inaccuracy of any representation or warranty.

Governing Law; Specific Performance. (a) This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed in that State. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in the Court of Chancery of the State of Delaware. The parties hereto hereby (i) submit to the exclusive jurisdiction of the Court of Chancery for the State of Delaware for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto, and (ii) 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 court, 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 may not be enforced in or by any of the above-named court. (b) The parties agree Company acknowledges that the Indemnitee may, as a result of the Company’s breach of its covenants and obligations under this Agreement, sustain immediate and long-term substantial and irreparable injury and damage would occur which cannot be reasonably or adequately compensated by damages at law. Consequently, the Company agrees that the Indemnitee shall be entitled, in the event that of the Company’s breach or threatened breach of its covenants and obligations hereunder, to obtain equitable relief from a court of competent jurisdiction, including enforcement of each provision of this Agreement by specific performance and/or temporary, preliminary and/or permanent injunctions enforcing any of the provisions Indemnitee’s rights, requiring performance by the Company, or enjoining any breach by the Company, all without proof of this Agreement were not performed in accordance with their specific terms any actual damages that have been or were otherwise breached. Accordingly, subject may be caused to the provisions Indemnitee by such breach or threatened breach and without the posting of Section 9.03(b), which shall be the exclusive right and remedy for the matters described therein provided the Company has complied with the provisions of Section 7.05 and not otherwise breached any covenant, representation or warranty or any other obligation or agreement in this Agreement, the parties agree that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chancery Court of the State of Delaware, without bond or other security being requiredin connection therewith. The Company waives the claim or defense therein that the Indemnitee has an adequate remedy at law, this being in addition to any other remedy to which they are entitled at Law or in equity. Parent and Purchaser agree and acknowledge that none of the directors, officers or affiliates of the Company shall have not allege or otherwise assert the legal position that any personal liability hereunder, including, without limitation, for any breach such remedy at law exists. The Company agrees and acknowledges that: (i) the terms of this Section 29(c) are fair, reasonable and necessary to protect the legitimate interests of the Indemnitee; (ii) this waiver is a material inducement to the Indemnitee to enter into the transactions contemplated hereby; and (iii) the Indemnitee relied upon this waiver in entering into this Agreement or inaccuracy of any representation or warrantyand will continue to rely on this waiver in its future dealings with the Company. The Company represents and warrants that it has reviewed this provision with its legal counsel, and that it has knowingly and voluntarily waived its rights referenced in this Section 29 following consultation with such legal counsel.

Governing Law; Specific Performance. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware applicable Israel, excluding that body of law pertaining to contracts executed in and to be performed in that State. All actions and proceedings arising out conflict of or relating to this Agreement shall be heard and determined exclusively in the Court of Chancery of the State of Delawarelaw. The parties hereto hereby (i) agree to submit to the exclusive jurisdiction of the Court courts of Chancery for the State of Delaware for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto, and (ii) 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 Tel Aviv with respect to the jurisdiction breach or interpretation of the above-named court, 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 may not be enforced in or by enforcement of any of and all rights, duties, liabilities, obligations, powers, and other relations between the above-named court. (b) parties arising under this Agreement. The parties agree that irreparable damage would may occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. AccordinglyIt is accordingly agreed that if approved by a majority of the holders of the Crossover Preferred Shares, subject to one (1) representative shareholder of the provisions holders of Section 9.03(bCrossover Preferred Shares, as appointed by the same majority (and no other holders of Crossover Preferred Shares), which shall be the exclusive right and remedy for the matters described therein provided the Company has complied with the provisions of Section 7.05 and not otherwise breached any covenant, representation or warranty or any other obligation or agreement in this Agreement, the parties agree that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and seek to enforce specifically the terms and provisions of this Agreement in by seeking immediate injunctive relief to prevent breaches of this Agreement, without the Chancery Court necessity of proving the State inadequacy of Delaware, money damages as a remedy and without bond or other security being required, this being in addition to any other remedy to which they are entitled at Law law or in equity. Parent Notwithstanding anything in this Agreement to the contrary, Purchaser, without any action on the part of any other holder of Crossover Preferred Shares, shall be entitled to seek to enforce specifically the provisions of Section 2.1, Section 2.2, Section 3.1, Section 3.2, and Purchaser agree and acknowledge that none Sections 3.3.1--3.3.4 hereunder. Each of the directorsparties hereby acknowledges and agrees that it may be difficult to prove damages with reasonable certainty, officers or affiliates that it may be difficult to procure suitable substitute performance, and that injunctive relief and/or specific performance will not cause an undue hardship to the parties. Each of the Company shall have parties hereby further acknowledges that the existence of any personal liability hereunderother remedy contemplated by this Agreement does not diminish the availability of specific performance of the obligations hereunder or any other injunctive relief, including, without limitation, for any breach subject to the provisions of this Agreement or inaccuracy Section 11.2. Each party hereby further agrees that in the event of any representation action commenced against the Company for specific performance or warrantyinjunctive relief, it will not assert that a remedy at law or other remedy would be adequate or that specific performance or injunctive relief in respect of such breach or violation should not be available on the grounds that money damages are adequate.

Governing Law; Specific Performance. (a) This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed in that State. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in the Court of Chancery of the State of Delaware. The parties hereto hereby (i) submit to the exclusive jurisdiction of the Court of Chancery for the State of Delaware for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto, and (ii) 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 court, 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 may not be enforced in or by any of the above-named court. (b) The parties agree Company acknowledges that the Indemnitee may, as a result of the Company’s breach of its covenants and obligations under this Agreement, sustain immediate and long-term substantial and irreparable injury and damage would occur which cannot be reasonably or adequately compensated by damages at law. Consequently, the Company agrees that the Indemnitee shall be entitled, in the event that of the Company’s breach or threatened breach of its covenants and obligations hereunder, to obtain equitable relief from a court of competent jurisdiction, including enforcement of each provision of this Agreement by specific performance and/or temporary, preliminary and/or permanent injunctions enforcing any of the provisions Indemnitee’s rights, requiring performance by the Company, or enjoining any breach by the Company, all without proof of this Agreement were not performed in accordance with their specific terms any actual damages that have been or were otherwise breached. Accordingly, subject may be caused to the provisions Indemnitee by such breach or threatened breach and without the posting of Section 9.03(b), which shall be the exclusive right and remedy for the matters described therein provided the Company has complied with the provisions of Section 7.05 and not otherwise breached any covenant, representation or warranty or any other obligation or agreement in this Agreement, the parties agree that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chancery Court of the State of Delaware, without bond or other security being requiredin connection therewith. (c) The Company waives the claim or defense therein that the Indemnitee has an adequate remedy at law, this being in addition to any other remedy to which they are entitled at Law or in equity. Parent and Purchaser agree and acknowledge that none of the directors, officers or affiliates of the Company shall have not allege or otherwise assert the legal position that any personal liability hereunder, including, without limitation, for any breach such remedy at law exists. The Company agrees and acknowledges that: (i) the terms of this Section 29(c) are fair, reasonable and necessary to protect the legitimate interests of the Indemnitee; (ii) this waiver is a material inducement to the Indemnitee to enter into the transactions contemplated hereby; and (iii) the Indemnitee relied upon this waiver in entering into this Agreement or inaccuracy of any representation or warrantyand will continue to rely on this waiver in its future dealings with the Company. The Company represents and warrants that it has reviewed this provision with its legal counsel, and that it has knowingly and voluntarily waived its rights referenced in this Section 29 following consultation with such legal counsel.

Governing Law; Specific Performance. (a) 18.11.1 This Agreement shall be governed in all respects by, and construed in accordance with, the laws Laws of the State of New York (without giving effect to its principles of conflicts of laws, to the extent such principles would require or permit the application of the Laws of a state other than the State of New York), provided that the for purposes of determining whether a Merial MAC or I/SP MAC has occurred or whether an event constitutes a Merial MAC or I/SP MAC, Delaware applicable law shall be applicable, without giving effect to contracts executed in and conflicts of law principles. Any claim, action or dispute against any Party to be performed in that State. All actions and proceedings this Agreement arising out of or in any way relating to this Agreement shall be heard and determined exclusively brought in the Court of Chancery courts of the State of DelawareNew York located in the City and County of New York or, in the event (but only in the event) that such courts do not have subject matter jurisdiction over such claim, action or dispute, in the Federal Courts of the United States sitting in the State, County and City of New York. The parties hereto Each of the Parties hereby (i) submit irrevocably submits to the exclusive jurisdiction of the Court of Chancery for the State of Delaware such courts for the purpose of any Action arising out of such claim, action or relating to this Agreement brought dispute; provided, however, that a final judgment in any such claim, action or dispute shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any party hereto, other manner provided by Law. Each Party irrevocably waives and (ii) irrevocably waive, and agree unconditionally agrees not to assert assert, by way of a motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement (i) any objection that it may ever have that the laying of venue of any such Actionclaim, action or dispute in any federal or state court located in the above-named state or city is improper, (ii) any objection that any such claim, action or dispute brought in any of the above named courts has been brought in an inconvenient forum or (iii) any claim that it is not personally subject personally to the jurisdiction of the above-named court, 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 may not be enforced in or by any of the above-named courtcourts. (b) 18.11.2 The parties Parties hereby agree that irreparable damage would occur in the event that any of their agreements, covenants, or obligations under the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, subject to the provisions of Section 9.03(b)Parties agree that, which shall be the exclusive right and remedy for the matters described therein provided the Company has complied with the provisions of Section 7.05 and not otherwise breached any covenant, representation or warranty or any other obligation or agreement in this Agreement, the parties agree that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chancery Court of the State of Delaware, without bond or other security being required, this being in addition to any other remedy remedies, the Parties shall be entitled to which enforce the terms of this Agreement by a decree of specific performance without the necessity of proving the inadequacy of money damages as a remedy. The Parties hereby waive any requirement for the securing or posting of any bond in connection with such remedy. The Parties further agree that the only permitted objection that they are entitled at Law may raise in response to any action for equitable relief is that it contests the existence of a breach or in equity. Parent and Purchaser agree and acknowledge that none of the directors, officers or affiliates of the Company shall have any personal liability hereunder, including, without limitation, for any threatened breach of this Agreement or inaccuracy of any representation or warrantyAgreement.

Governing Law; Specific Performance. (a) This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed in that State. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in the Court of Chancery of the State of Delaware. The parties hereto hereby (i) submit to the exclusive jurisdiction of the Court of Chancery for the State of Delaware for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto, and (ii) 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 court, 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 may not be enforced in or by any of the above-named court. (b) The parties agree Company acknowledges that the Indemnitee may, as a result of the Company’s breach of its covenants and obligations under this Agreement, sustain immediate and long-term substantial and irreparable injury and damage would occur which cannot be reasonably or adequately compensated by damages at law. Consequently, the Company agrees that the Indemnitee shall be entitled, in the event that of the Company’s breach or threatened breach of its covenants and obligations hereunder, to obtain equitable relief from a court of competent jurisdiction, including enforcement of each provision of this Agreement by specific performance and/or temporary, preliminary and/or permanent injunctions enforcing any of the provisions Indemnitee’s rights, requiring performance by the Company, or enjoining any breach by the Company, all without proof of this Agreement were not performed in accordance with their specific terms any actual damages that have been or were otherwise breached. Accordingly, subject may be caused to the provisions Indemnitee by such breach or threatened breach and without the posting of Section 9.03(b), which shall be the exclusive right and remedy for the matters described therein provided the Company has complied with the provisions of Section 7.05 and not otherwise breached any covenant, representation or warranty or any other obligation or agreement in this Agreement, the parties agree that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chancery Court of the State of Delaware, without bond or other security being requiredin connection therewith. The Company waives the claim or defense therein that the Indemnitee has an adequate remedy at law, this being in addition to any other remedy to which they are entitled at Law or in equity. Parent and Purchaser agree and acknowledge that none of the directors, officers or affiliates of the Company shall have not allege or otherwise assert the legal position that any personal liability hereunder, including, without limitation, for any breach such remedy at law exists. The Company agrees and acknowledges that: (i) the terms of this Section 28(c) are fair, reasonable and necessary to protect the legitimate interests of the Indemnitee; (ii) this waiver is a material inducement to the Indemnitee to enter into the transactions contemplated hereby; and (iii) the Indemnitee relied upon this waiver in entering into this Agreement or inaccuracy of any representation or warrantyand will continue to rely on this waiver in its future dealings with the Company. The Company represents and warrants that it has reviewed this provision with its legal counsel, and that it has knowingly and voluntarily waived its rights referenced in this Section 28 following consultation with such legal counsel.

Governing Law; Specific Performance. (a) This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed in that State. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in the Court of Chancery of the State of Delaware. The parties hereto hereby (i) submit to the exclusive jurisdiction of the Court of Chancery for the State of Delaware for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto, and (ii) 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 court, 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 may not be enforced in or by any of the above-named court. (b) The parties agree Company acknowledges that the Indemnitee may, as a result of the Company’s breach of its covenants and obligations under this Agreement, sustain immediate and long-term substantial and irreparable injury and damage would occur which cannot be reasonably or adequately compensated by damages at law. Consequently, the Company agrees that the Indemnitee shall be entitled, in the event that of the Company’s breach or threatened breach of its covenants and obligations hereunder, to obtain equitable relief from a court of competent jurisdiction, including enforcement of each provision of this Agreement by specific performance and/or temporary, preliminary and/or permanent injunctions enforcing any of the provisions Indemnitee’s rights, requiring performance by the Company, or enjoining any breach by the Company, all without proof of this Agreement were not performed in accordance with their specific terms any actual damages that have been or were otherwise breached. Accordingly, subject may be caused to the provisions Indemnitee by such breach or threatened breach and without the posting of Section 9.03(b), which shall be the exclusive right and remedy for the matters described therein provided the Company has complied with the provisions of Section 7.05 and not otherwise breached any covenant, representation or warranty or any other obligation or agreement in this Agreement, the parties agree that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chancery Court of the State of Delaware, without bond or other security being requiredin connection therewith. The Company waives the claim or defense therein that the Indemnitee has an adequate remedy at law, this being in addition to any other remedy to which they are entitled at Law or in equity. Parent and Purchaser agree and acknowledge that none of the directors, officers or affiliates of the Company shall have not allege or otherwise assert the legal position that any personal liability hereunder, including, without limitation, for any breach such remedy at law exists. The Company agrees and acknowledges that: (i) the terms of this Section 29(b) are fair, reasonable and necessary to protect the legitimate interests of the Indemnitee; (ii) this waiver is a material inducement to the Indemnitee to enter into the transactions contemplated hereby; and (iii) the Indemnitee relied upon this waiver in entering into this Agreement or inaccuracy of any representation or warrantyand will continue to rely on this waiver in its future dealings with the Company. The Company represents and warrants that it has reviewed this provision with its legal counsel, and that it has knowingly and voluntarily waived its rights referenced in this Section 29 following consultation with such legal counsel.