Common use of Jurisdiction and Service Clause in Contracts

Jurisdiction and Service. All judicial proceedings brought against any ------------------------ Guarantor with respect to this Guaranty may be brought in any state or federal court of competent jurisdiction in the State of New York and by execution and delivery of this Guaranty each Guarantor accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Guaranty. Each Guarantor irrevocably and unconditionally 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 Guaranty in any state or federal court in the State of New York. Each Guarantor irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and irrevocably consents to service of process in the manner provided for notices in Section 11. Nothing in this Guaranty will affect the right of any Guaranteed Party to serve process in any other manner permitted by law. If any agent appointed by any Guarantor refuses to accept service, each Guarantor agrees that service upon it by mail shall constitute sufficient notice. Nothing herein shall affect the right of any Guaranteed Party to bring proceedings against any Guarantor in the courts of any other jurisdiction.

Jurisdiction and Service. All judicial proceedings brought against Each of the Interested Parties hereby irrevocably and unconditionally agrees that any ------------------------ Guarantor with respect action, suit or proceeding, at law or equity, arising out of or relating to this Guaranty may Agreement and solely between Buyer and the Seller Representative shall only be brought in any state or federal court of competent the Southern District of New York or any state court located in New York County, State of New York, and hereby irrevocably and unconditionally expressly submits to the personal jurisdiction and venue of such courts for the purposes thereof and hereby irrevocably and unconditionally waives (by way of motion, as a defense or otherwise) any and all jurisdictional, venue and convenience objections or defenses that such party may have in such action, suit or proceeding, and to any trial by jury to the extent permitted by applicable law. Each of the Interest Parties hereby irrevocably and unconditionally consents to the service of process of any of the aforementioned courts. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law or commence legal proceedings or otherwise proceed against any other party in any other jurisdiction to enforce judgments obtained in any action, suit or proceeding brought pursuant to this section. Each of the Interested Parties hereby absolutely and irrevocably consents and submits to the jurisdiction of the courts in the State of New York and by execution and delivery of this Guaranty each Guarantor accepts for itself and any Federal court located therein in connection with its properties, generally and unconditionally, any actions or proceedings brought against the nonexclusive jurisdiction Interested Parties (or any of them) by the aforesaid courts, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Guaranty. Each Guarantor irrevocably and unconditionally 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 Escrow Agent arising out of or relating to this Guaranty Escrow Agreement. In any such action or proceeding, the Interested Parties each hereby absolutely and irrevocably (i) waives any objection to jurisdiction or venue, (ii) waives personal service of any summons, complaint, declaration or other process, and (iii) agrees that the service thereof may be made by certified or registered first-class mail directed to such party, as the case may be, at their respective addresses in accordance with Section 14 hereof. Notwithstanding the foregoing, it is understood and agreed that, should any state dispute arise with respect to the delivery, ownership, right of possession, and/or disposition of the Escrow Funds, or federal should any claim be made upon the Escrow Agent or the Escrow Funds by a third party, the Escrow Agent upon receipt of notice of such dispute or claim is authorized and shall be entitled (at its sole option and election) to retain in its possession without liability to anyone, all or any of the Escrow Funds until such dispute shall have been settled either by the mutual written agreement of the parties involved, by a binding arbitration award, or by a final order, decree or judgment of a court in the State United States of New YorkAmerica, the time for perfection of an appeal of such order, decree or judgment having expired. Each Guarantor irrevocably waivesThe Escrow Agent may, but shall be under no duty whatsoever to, institute or defend any legal proceedings which relate to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and irrevocably consents to service of process in the manner provided for notices in Section 11. Nothing in this Guaranty will affect the right of any Guaranteed Party to serve process in any other manner permitted by law. If any agent appointed by any Guarantor refuses to accept service, each Guarantor agrees that service upon it by mail shall constitute sufficient notice. Nothing herein shall affect the right of any Guaranteed Party to bring proceedings against any Guarantor in the courts of any other jurisdictionEscrow Funds.

Jurisdiction and Service. All judicial proceedings brought against any the ------------------------ Guarantor with respect to this Guaranty may be brought in any state or federal court of competent jurisdiction in the State of New York and by execution and delivery of this Guaranty each the Guarantor accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Guaranty. Each The Guarantor irrevocably and unconditionally 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 Guaranty in any state or federal court in the State of New York. Each The Guarantor irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and irrevocably consents to service of process in the manner provided for notices in Section 11. Nothing in this Guaranty will affect the right of any Guaranteed Party to serve process in any other manner permitted by law. If any agent appointed by any the Guarantor refuses to accept service, each the Guarantor agrees that service upon it by mail shall constitute sufficient notice. Nothing herein shall affect the right of any Guaranteed Party to bring proceedings against any the Guarantor in the courts of any other jurisdiction.

Jurisdiction and Service. All judicial proceedings brought against any ------------------------ Guarantor with respect to this Guaranty may be brought in any state or federal court of competent jurisdiction in the State of New York and by execution and delivery of this Guaranty each Guarantor accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Guaranty. Each Guarantor irrevocably and unconditionally 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 Guaranty in any state or federal court in the State of New York. Each Guarantor irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and irrevocably consents to service of process in the manner provided for notices in Section 11. Nothing in this Guaranty will affect the right of any Guaranteed Party to serve process in any other manner permitted by law. If any agent appointed by any Guarantor refuses to accept service, each Guarantor agrees that service upon it by mail shall constitute sufficient notice. Nothing herein shall affect the right of any Guaranteed Party to bring proceedings against any Guarantor in the courts of any other jurisdiction.