Common use of Jurisdiction; Jury Trial Waiver Clause in Contracts

Jurisdiction; Jury Trial Waiver. (a) Except as expressly set forth in Section 10.10(c) or Section 10.10(d), any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with this Agreement or the transactions contemplated hereby shall be brought in any federal court located in the Southern District of the State of New York or any New York state court sitting in New York City, and each of the parties hereto hereby consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and waives any objection to venue laid therein. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the State of New York. Without limiting the generality of the foregoing, each party hereto agrees that service of process upon such party may be made at the address referred to in Section 10.01, and if made in accordance with the provision of Section 10.01, shall be deemed effective service of process upon such party. (b) Each party hereto hereby waives all rights to trial by jury in any action or proceeding instituted by either of them against the other which pertains directly or indirectly to this Agreement, the Merger, any alleged tortious conduct by any party, or in any way, directly or indirectly, arises out of or relates to the relationship among the parties hereto. The prevailing party in any such suit, action or proceeding shall be entitled to recover all reasonable costs incurred in connection therewith including, without limitation, attorneys' fees. (c) In the event that Buyer terminates this Agreement pursuant to Section 9.01(f) and the Company disputes such termination, the Company, by written notice delivered to Buyer within five days of such termination, may require that such dispute be submitted to binding arbitration in accordance with this Section 10.10(c). Such arbitration shall be held in Youngstown, Ohio in accordance with the CPR Rules for Nonadministered Arbitration of Business Disputes (the "CPR Rules"), except as expressly modified by the provisions hereof. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. 1-16, notwithstanding the choice of law provision of Section

Jurisdiction; Jury Trial Waiver. (a) Except as expressly set forth in Section 10.10(c) or Section 10.10(d), any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with this Agreement or the transactions contemplated hereby shall be brought in any federal court located in the Southern District of the State of New York or any New York state court sitting in New York City, and each of the parties hereto hereby consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and waives any objection to venue laid therein. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the State of New York. Without limiting the generality of the foregoing, each party hereto agrees that service of process upon such party may be made at the address referred to in Section 10.01, and if made in accordance with the provision of Section 10.01, shall be deemed effective service of process upon such party. (b) Each party hereto hereby waives all rights to trial by jury in any action or proceeding instituted by either of them against the other which pertains directly or indirectly to this Agreement, the Merger, any alleged tortious conduct by any party, or in any way, directly or indirectly, arises out of or relates to the relationship among the parties hereto. The prevailing party in any such suit, action or proceeding shall be entitled to recover all reasonable costs incurred in connection therewith including, without limitation, attorneys' fees. (c) In the event that Buyer terminates this Agreement pursuant to Section 9.01(f) and the Company disputes such termination, the Company, by written notice delivered to Buyer within five days of such termination, may require that such dispute be submitted to binding arbitration in accordance with this Section 10.10(c). Such arbitration shall be held in Youngstown, Ohio in accordance with the CPR Rules for Nonadministered Arbitration of Business Disputes (the "CPR Rules"), except as expressly modified by the provisions hereof. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. Sections 1-16, notwithstanding the choice of law provision of SectionSection 10.

Jurisdiction; Jury Trial Waiver. (a) Except as expressly set forth in Section 10.10(c) or 11.12 with respect to disputes regarding indemnification pursuant to Section 10.10(d11 (other than any disputes with respect to breaches of Section 9.5, which shall in all events be adjudicated in any federal court located within Miami-Dade County in the State of Florida), and except for any suitmatters required or permitted hereunder to be submitted to the Actuary, action or proceeding seeking each of the Parties irrevocably consents to enforce the exclusive jurisdiction of any provision of, or based on federal court located within Miami-Dade County in the State of Florida in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of Florida for such Persons and waives and covenants not to assert or plead any objection that they might otherwise have to such jurisdiction and such process. The Parties hereby irrevocably waive any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement or the transactions contemplated hereby, whether now existing or hereafter arising, and whether sounding in connection contract, tort or otherwise; provided, however, that no such waiver shall apply to any lawsuit or proceeding brought by any Buyer Party against Sellers in which such Buyer Party alleges fraudulent conduct by Sellers or their Affiliates, in which case, such lawsuit or proceeding shall be adjudicated with any and all applicable jury trial rights. The Parties agree that any of them may file a copy of this paragraph with any court of competent jurisdiction as written evidence of the knowing, voluntary and bargained-for agreement among the Parties irrevocably to waive trial by jury (except as hereinabove provided) and that any action or proceeding whatsoever between them relating to this Agreement or the transactions contemplated hereby shall instead be brought tried in any federal a court located in the Southern District of the State of New York or any New York state court competent jurisdiction by a judge sitting in New York City, and each of the parties hereto hereby consents to the exclusive jurisdiction of such courts without a jury (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and waives any objection to venue laid therein. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the State of New York. Without limiting the generality of the foregoing, each party hereto agrees that service of process upon such party may be made at the address referred to in Section 10.01, and if made in accordance with the provision of Section 10.01, shall be deemed effective service of process upon such party. (b) Each party hereto hereby waives all rights to trial by jury in any action or proceeding instituted by either of them against the other which pertains directly or indirectly to this Agreement, the Merger, any alleged tortious conduct by any party, or in any way, directly or indirectly, arises out of or relates to the relationship among the parties hereto. The prevailing party in any such suit, action or proceeding shall be entitled to recover all reasonable costs incurred in connection therewith including, without limitation, attorneys' fees. (c) In the event that Buyer terminates this Agreement pursuant to Section 9.01(f) and the Company disputes such termination, the Company, by written notice delivered to Buyer within five days of such termination, may require that such dispute be submitted to binding arbitration in accordance with this Section 10.10(c). Such arbitration shall be held in Youngstown, Ohio in accordance with the CPR Rules for Nonadministered Arbitration of Business Disputes (the "CPR Rules"), except as expressly modified by the provisions hereof. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. 1-16, notwithstanding the choice of law provision of Sectionhereinabove provided).