Common use of Jurisdiction; Jury Trial Clause in Contracts

Jurisdiction; Jury Trial. In any action or proceeding between any of the parties arising out of or relating to this Agreement, each of the parties hereto consents to exclusive jurisdiction in the Court of Chancery of the State of Delaware (and any courts from which appeals from judgments of that court are heard) or, to the extent such court does not have subject matter jurisdiction, any federal court located in Delaware (and any courts from which appeals from judgments of that court are heard). Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) 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. Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objections 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 or the transactions contemplated hereby in any such Delaware state or federal court in accordance with the provisions of this Section 8(g). Each of the parties hereto 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 hereto hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 8(b). Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by Applicable Law. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (I) 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, (II) EACH PARTY HERETO UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY HERETO MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY, AND (IV) EACH PARTY HERETO HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8(G).

Jurisdiction; Jury Trial. In any action or proceeding between any Except as and to the extent provided in Sections 2.1(f) and 2.4 with respect to disputes relating to adjustments to and the allocation of the parties Purchase Price, each of the Parties hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of New York and the courts of the United States of America located in the City and County of New York in the State of New York for any litigation arising out of or relating to this Agreement, each of the parties hereto consents to exclusive jurisdiction in the Court of Chancery of the State of Delaware any Transaction Document or any Contemplated Transaction (and agrees not to commence any courts from which appeals from judgments of that court are heard) orlitigation relating hereto except in such courts), to the extent such court does not have subject matter jurisdiction, any federal court located in Delaware (and any courts from which appeals from judgments of that court are heard). Each of the parties hereto further agrees that a final judgment (subject service of any process, summons, notice or document by U.S. registered mail to any appeals therefrom) its respective address set forth in any such action or proceeding Section 12.1, shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in effective service of process for any other manner provided by law. Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent litigation brought against it may legally and effectively do so, any objections 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 or the transactions contemplated hereby in any such Delaware state or federal court in accordance with the provisions of this Section 8(g). Each of the parties hereto 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 hereto Parties hereby irrevocably and unconditionally consents waives any objection to service the laying of process venue of any litigation arising out of this Agreement or any Transaction Documents in the manner provided for notices courts of the State of New York or the courts of the United States of America located in Section 8(b). Nothing the City and County of New York in this Agreement will affect the right State of any party hereto New York and hereby further irrevocably and unconditionally waives and agrees not to serve process plead or claim in any other manner permitted by Applicable Lawsuch court that any such litigation brought in any such court has been brought in an inconvenient forum. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF CONNECTION WITH ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY TRANSACTION DOCUMENT OR THE TRANSACTIONS ANY CONTEMPLATED BY THIS AGREEMENT. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (I) 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, (II) EACH PARTY HERETO UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY HERETO MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY, AND (IV) EACH PARTY HERETO HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8(G)TRANSACTION.

Jurisdiction; Jury Trial. In any action or proceeding between any The corporate laws of the parties arising out --------------------------------------- State of or relating to this Agreement, each Delaware shall govern all issues concerning the relative rights of the parties hereto consents to exclusive jurisdiction in Company and its stockholders. All other questions concerning the Court construction, validity, enforcement and interpretation of Chancery this Agreement shall be governed by the internal laws of the State of Delaware New York, without giving effect to any choice of law or conflict of law provision or rule (and whether of the State of New York or any courts from which appeals from judgments other jurisdictions) that would cause the application of that court are heard) or, the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the extent such court does not have subject matter jurisdiction, any federal court located in Delaware (and any courts from which appeals from judgments of that court are heard). Each non-exclusive jurisdiction of the parties hereto agrees that a final judgment (subject to state and federal courts sitting the City of New York, borough of Manhattan for the adjudication of any appeals therefrom) in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment dispute hereunder or in connection herewith or with any other manner provided by law. Each of the parties hereto transaction contemplated hereby or discussed herein, and hereby irrevocably and unconditionally waives, and agrees not to the fullest extent it may legally and effectively do so, any objections it may now or hereafter have to the laying of venue of assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding arising out is brought in an inconvenient forum or that the venue of such suit, action or relating proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to this Agreement or the transactions contemplated hereby process being served in any such Delaware state or federal court in accordance with the provisions of this Section 8(g). Each of the parties hereto irrevocably waivessuit, to the fullest extent permitted by Applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any by mailing a copy thereof to such court. Each of party at the parties hereto hereby irrevocably address for such notices to it under this Agreement and unconditionally consents to agrees that such service shall constitute good and sufficient service of process in the manner provided for notices in Section 8(b)and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party hereto to serve process in any other manner permitted by Applicable Lawlaw. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY IT MAY HAVE HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL BY JURY IN RESPECT FOR THE ADJUDICATION OF ANY LITIGATION DIRECTLY DISPUTE HEREUNDER OR INDIRECTLY IN CONNECTION HEREWITH OR ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (I) 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, (II) EACH PARTY HERETO UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY HERETO MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY, AND (IV) EACH PARTY HERETO HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8(G)OR ANY TRANSACTION CONTEMPLATED HEREBY.

Jurisdiction; Jury Trial. In any action or proceeding between any The corporate laws of --------------------------------------- the State of Delaware shall govern all issues concerning the relative rights of the parties arising out Company and its stockholders. All other questions concerning the construction, validity, enforcement and interpretation of or relating to this Agreement, each of Agreement shall be governed by the parties hereto consents to exclusive jurisdiction in the Court of Chancery internal laws of the State of Delaware New York, without giving effect to any choice of law or conflict of law provision or rule (and whether of the State of New York or any courts from which appeals from judgments other jurisdictions) that would cause the application of that court are heard) or, the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the extent such court does not have subject matter jurisdiction, any federal court located in Delaware (and any courts from which appeals from judgments of that court are heard). Each non-exclusive jurisdiction of the parties hereto agrees that a final judgment (subject to state and federal courts sitting the City of New York, borough of Manhattan for the adjudication of any appeals therefrom) in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment dispute hereunder or in connection herewith or with any other manner provided by law. Each of the parties hereto transaction contemplated hereby or discussed herein, and hereby irrevocably and unconditionally waives, and agrees not to the fullest extent it may legally and effectively do so, any objections it may now or hereafter have to the laying of venue of assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding arising out is brought in an inconvenient forum or that the venue of such suit, action or relating proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to this Agreement or the transactions contemplated hereby process being served in any such Delaware state or federal court in accordance with the provisions of this Section 8(g). Each of the parties hereto irrevocably waivessuit, to the fullest extent permitted by Applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any by mailing a copy thereof to such court. Each of party at the parties hereto hereby irrevocably address for such notices to it under this Agreement and unconditionally consents to agrees that such service shall constitute good and sufficient service of process in the manner provided for notices in Section 8(b)and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party hereto to serve process in any other manner permitted by Applicable Lawlaw. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY IT MAY HAVE HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL BY JURY IN RESPECT FOR THE ADJUDICATION OF ANY LITIGATION DIRECTLY DISPUTE HEREUNDER OR INDIRECTLY IN CONNECTION HEREWITH OR ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (I) 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, (II) EACH PARTY HERETO UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY HERETO MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY, AND (IV) EACH PARTY HERETO HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8(G)OR ANY TRANSACTION CONTEMPLATED HEREBY.

Jurisdiction; Jury Trial. In any action or proceeding between any The corporate laws of --------------------------------------- the State of Florida shall govern all issues concerning the relative rights of the parties arising out Company and its stockholders. All other questions concerning the construction, validity, enforcement and interpretation of or relating to this Agreement, each of Agreement shall be governed by the parties hereto consents to exclusive jurisdiction in the Court of Chancery internal laws of the State of Delaware New York, without giving effect to any choice of law or conflict of law provision or rule (and whether of the State of New York or any courts from which appeals from judgments other jurisdictions) that would cause the application of that court are heard) or, the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the extent such court does not have subject matter jurisdiction, any federal court located in Delaware (and any courts from which appeals from judgments of that court are heard). Each non-exclusive jurisdiction of the parties hereto agrees that a final judgment (subject to state and federal courts sitting the City of New York, borough of Manhattan, for the adjudication of any appeals therefrom) in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment dispute hereunder or in connection herewith or with any other manner provided by law. Each of the parties hereto transaction contemplated hereby or discussed herein, and hereby irrevocably and unconditionally waives, and agrees not to the fullest extent it may legally and effectively do so, any objections it may now or hereafter have to the laying of venue of assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding arising out is brought in an inconvenient forum or that the venue of such suit, action or relating proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to this Agreement or the transactions contemplated hereby process being served in any such Delaware state or federal court in accordance with the provisions of this Section 8(g). Each of the parties hereto irrevocably waivessuit, to the fullest extent permitted by Applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any by mailing a copy thereof to such court. Each of party at the parties hereto hereby irrevocably address for such notices to it under this Agreement and unconditionally consents to agrees that such service shall constitute good and sufficient service of process in the manner provided for notices in Section 8(b)and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party hereto to serve process in any other manner permitted by Applicable Lawlaw. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY IT MAY HAVE HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL BY JURY IN RESPECT FOR THE ADJUDICATION OF ANY LITIGATION DIRECTLY DISPUTE HEREUNDER OR INDIRECTLY IN CONNECTION HEREWITH OR ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (I) 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, (II) EACH PARTY HERETO UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY HERETO MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY, AND (IV) EACH PARTY HERETO HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8(G)OR ANY TRANSACTION CONTEMPLATED HEREBY.