Jurisdiction, Court Proceedings. Guarantor, to the fullest extent permitted by law, hereby knowingly, intentionally and voluntarily, with and upon the advice of competent counsel, (i) submits to personal, nonexclusive jurisdiction in the Commonwealth of Pennsylvania with respect to any suit, action or proceeding by any person arising from, relating to or in connection with the Loan Documents or the Loan, (ii) agrees that any such suit, action or proceeding may be brought in any state or federal court of competent jurisdiction sitting in Philadelphia, Pennsylvania, (iii) submits to the jurisdiction of such courts, (iv) agrees that it will not bring any action, suit or proceeding in any forum other than Philadelphia, Pennsylvania (but nothing herein shall affect the right of Lender to bring any action, suit or proceeding in any other forum), (v) irrevocably agrees not to assert any objection which it may ever have to the laying of venue of any such suit, action or proceeding in any federal or state court located in Pennsylvania and any claim that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum, and (vi) consents and agrees to service of any summons, complaint or other legal process in any such suit, action or proceeding by registered or certified U.S. mail, postage prepaid, to Guarantor, at the address for notices described herein and consents and agrees that such service shall constitute in every respect valid and effective service (but nothing herein shall affect the validity or effectiveness of process served in any other manner permitted by law).
Jurisdiction, Court Proceedings. Any suit, action or proceeding against any party to this Agreement arising out of or relating to this Agreement, the Notes or any transaction contemplated hereby may be brought in any Federal or state court located in New York, New York, and each such party hereby submits to the exclusive jurisdiction of such courts for the purpose of any such suit, action or proceeding. Any suit, action or proceeding against any party to this Agreement arising out of or relating to the Mexican Trust Agreement shall be brought in Mexico, and each such party hereby submits to the exclusive jurisdiction of such courts for the purpose of any such suit, action or proceeding. Each of the parties to this Agreement (that is a resident of the United States of America), in the event that service of process by mail is permitted by applicable law, each such party irrevocably consents to the service of process in any such suit, action or proceeding in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for in Section 9.2. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each such party irrevocably agrees not to assert any objection which it may ever have to the laying of venue of any such suit, action or proceeding in any Federal or state court located in New York, New York, including without limitation, objections regarding jurisdiction to which they may be entitled by reason of their current or future domiciles; and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties to this Agreement (that are not residents of the United States of America), hereby irrevocably designate, appoint and empower CT Corporation System as its lawful agent to receive for and on its behalf service of process in the State of New York in any action or proceeding described in this Section 9.12 and irrevocably consents to the service of process outside the territorial jurisdiction of said courts in any such action or proceeding. Any service made on such agent or its successor shall be effective when delivered regardless of whether notice thereof is given to affected party. If any person or firm designated as agent hereunder shall no longer serve as agent of such party to receive service of process in the State of New York, the party so affected shall be obligated promptly to appoi...
Jurisdiction, Court Proceedings. EACH OF LENDER, BORROWER, AND GUARANTOR, TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, (I) SUBMITS TO PERSONAL, NONEXCLUSIVE JURISDICTION IN THE STATE OF GEORGIA RESPECT TO ANY SUIT, ACTION, OR PROCEEDING BY ANY PERSON ARISING FROM, RELATING TO, OR IN CONNECTION WITH SUCH LOAN DOCUMENT OR THE LOAN, (II) AGREES THAT ANY SUCH SUIT, ACTION, OR PROCEEDING MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION SITTING IN THE STATE OF GEORGIA, AND (III) SUBMITS TO THE JURISDICTION OF SUCH COURTS. EACH OF BORROWER AND GUARANTOR, TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, FURTHER AGREES THAT IT SHALL NOT BRING ANY ACTION, SUIT, OR PROCEEDING IN ANY FORUM OTHER THAN IN THE STATE OF GEORGIA (BUT NOTHING HEREIN SHALL AFFECT THE RIGHT OF LENDER TO BRING ANY ACTION, SUIT, OR PROCEEDING IN ANY OTHER FORUM), AND IRREVOCABLY AGREES NOT TO ASSERT ANY OBJECTION WHICH IT MAY EVER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION, OR PROCEEDING IN ANY FEDERAL OR STATE COURT LOCATED IN THE STATE OF GEORGIA AND ANY CLAIM THAT ANY SUCH ACTION, SUIT, OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
Jurisdiction, Court Proceedings. Each of Lender, Borrower, and ------------------------------- Guarantor, to the fullest extent permitted by law, hereby knowingly, intentionally, and voluntarily, with and upon the advice of competent counsel, (i) submits to personal, nonexclusive jurisdiction in the State of Georgia with respect to any suit, action, or proceeding by any person arising from, relating to, or in connection with such Loan Document or the Loan, (ii) agrees that any such suit, action, or proceeding may be brought in any state or federal court of competent jurisdiction sitting in the State of Georgia, and (iii) submits to the jurisdiction of such courts. Each of Borrower and Guarantor, to the fullest extent permitted by law, hereby knowingly, intentionally, and voluntarily, with and upon the advice of competent counsel, further agrees that it shall not bring any action, suit, or proceeding in any forum other than in the state or federal courts of the State of Georgia (but nothing herein shall affect the right of Lender to bring any action, suit, or proceeding in any other forum), and irrevocably agrees not to assert any objection which it may ever have to the laying of venue of any such suit, action, or proceeding in any federal or state court located in Georgia and any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.
Jurisdiction, Court Proceedings. Any suit, action or proceeding against any party to this Agreement or any other Operative Agreement arising out of or relating to this Agreement, any other Operative Agreement or any transaction contemplated hereby or thereby may be brought in any Federal or state court located in New York, New York, and each such party hereby submits to the nonexclusive jurisdiction of such courts for the purpose of any such suit, action or proceeding. To the extent that service of process by mail is permitted by applicable law, each such party irrevocably consents to the service of process in any such suit, action or proceeding in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for in Section 11.4. Each such party irrevocably agrees not to assert any objection which it may ever have to the laying of venue of any such suit, action or proceeding in any Federal or state court located in New York, New York, and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.
Jurisdiction, Court Proceedings. Waiver of Jury Trial 97 10.12. No Other Duties 98 10.13. Reliance on Counsel and Other Advisors 98 10.14. Remedies 98 10.15. Specific Performance 98 10.16. Counterparts 99 10.17. Further Assurances 99 AGREEMENT AND PLAN OF MERGER, dated as of January 4, 2021, by and among Ideanomics, Inc., a Nevada corporation (“Parent”), WAVE Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Wireless Advanced Vehicle Electrification, Inc., a Delaware corporation (the “Company”), and Xxxxxxx Xxxxxxxx, in his capacity as Securityholders’ Representative hereunder.
Jurisdiction, Court Proceedings. Any Litigation against any party to this Agreement arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought in any federal court located in the State of Delaware in the County of New Castle or the Delaware Court of Chancery of the State of Delaware, and each of the parties hereby submits to the exclusive jurisdiction of such courts for the purpose of any such Litigation and agrees not to commence any Litigation relating thereto except in such courts; provided 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 Law. Each party irrevocably and unconditionally agrees not to assert (a) any objection which it may ever have to the laying of venue of any such Litigation in any federal court located in the State of Delaware in the County of New Castle or the Delaware Court of Chancery of the State of Delaware, (b) any claim that any such Litigation brought in any such court has been brought in an inconvenient forum or (c) any claim that any such court does not have jurisdiction with respect to such Litigation. To the extent that service of process by mail is permitted by Law, each party irrevocably consents to the service of process in any such Litigation in such courts by the mailing of such process by registered or certified mail, postage prepaid, to such party at its address for notices provided for herein.
Jurisdiction, Court Proceedings. Waiver of Jury Trial 27
Jurisdiction, Court Proceedings. Any suit, action or proceeding against any party to this Agreement or any other Operative Agreement arising out of or relating to this Agreement, any other Operative Agreement or any transaction contemplated hereby or thereby may be brought in the Supreme Court of the State of New York sitting in New York County or the United States District Court of the Southern District of New York or any appellate court from any thereof, and each such party hereby submits to the nonexclusive jurisdiction of such courts for the purpose of any such suit, action or proceeding. To the extent that service of process by mail is permitted by applicable law, each such party irrevocably consents to the service of process in any such suit, action or proceeding in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for in Section 11.4. Each such party irrevocably agrees not to assert any objection which it may ever have to the laying of venue of any such suit, action or proceeding in the Supreme Court of the State of New York sitting in New York County or the United States District Court of the Southern District of New York or any appellate court from any thereof, and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.
Jurisdiction, Court Proceedings. Waiver of Jury Trial 72 11.13. No Other Duties 72 11.14. Reliance on Counsel and Other Advisors 72 11.15. Remedies 72 11.16. Counterparts 73 A Shareholders, Addresses and Shareholdings B Buyers’ Investment C Financial Statements D Form of Investor Rights Agreement E Form of Articles of Amendment to the Articles of Incorporation F Form of Shareholders’ Agreement G Form of Escrow Agreement H Outstanding Stock Appreciation Rights I Calculation of Per Share Purchase Price J Management Accelerated Stock Appreciation Rights K Form of Stock Option Plan L Required Consents and Approvals M Form of deLaski Employment Agreement N Form of Advisory Agreement O Form of Noncompetition Agreement P Form of Release Q Form of Management Rights Letter R Form of Debenture RECAPITALIZATION AGREEMENT (“Agreement”), effective as of December 23, 2004 (the “Effective Date”), by and among New Mountain Partners II, L.P. (“NMP”), New Mountain Affiliated Investors II, L.P. (“NMAI”), Allegheny New Mountain Partners, L.P., a Delaware limited partnership (together with NMAI and NMP, “Buyers”), Deltek Systems, Inc., a Virginia corporation (“Deltek”), the holders of all outstanding shares of stock of Deltek listed on Exhibit A (each, a “Shareholder” and, collectively, the “Shareholders”) and Xxxxxxx X. xxXxxxx, in his capacity as Shareholders’ Representative as defined in Section 2.8(a).
