Common use of Jurisdiction; Service of Process; Waiver of Jury Trial Clause in Contracts

Jurisdiction; Service of Process; Waiver of Jury Trial. Each of the parties submits to the jurisdiction of any state or federal court sitting in the State of Delaware in any action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court. Each party also agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each of the parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Any party may make service on any other party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 11.12 below. Nothing in this Section 11.09, however, shall affect the right of any party to serve legal process in any other manner permitted by law or at equity. Each party agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING (INCLUDING ANY COUNTERCLAIM) ARISING OUT OF OR BASED UPON THIS AGREEMENT. THIS SECTION 11.09 SHALL SURVIVE THE DISSOLUTION, LIQUIDATION, WINDING UP AND TERMINATION OF THE COMPANY.

Jurisdiction; Service of Process; Waiver of Jury Trial. Each (a) With respect to any Action resulting from, relating to or arising out of this Agreement (including any Action involving any Debt Financing Sources), each Party irrevocably and unconditionally submits itself and its properties and assets to the exclusive jurisdiction of the parties submits U.S. District Court for the Southern District of New York or, if such court will not accept jurisdiction, the Court of Chancery of the State of Delaware or, if such court will not accept jurisdiction, the Superior Court of the State of Delaware. (b) In any such Action, each Party irrevocably and unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise (i) any claim that it is not subject to the jurisdiction of any state such courts, (ii) that its assets or federal court sitting in the State of Delaware property is exempt or immune from attachment or execution in any action such Action in such courts, (iii) that such Action is brought in an inconvenient forum, (iv) that the venue of such Action is improper, or (v) that such Action should be transferred or removed to any court other than such courts, or should be stayed by reason of the pendency of some other proceeding in any court other than such courts, or that this Agreement or the subject matter hereof may not be enforced in or by such courts. With respect to any Action resulting from, relating to or arising out of this Agreement or relating the actions of the Parties in the negotiation, administration, performance and enforcement hereof, neither Party shall commence any such Action other than before such courts. Each Party agrees that any final and non-appealable judgment against a Party in connection with any such Action shall be conclusive and binding on such Party and that such judgment may be enforced in any court of competent jurisdiction, either within or outside of the U.S. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment. (c) With respect to any Action for which it has submitted to jurisdiction pursuant to this Agreement and agrees that all claims in respect Section 10.5, each Party irrevocably consents to service of the action or proceeding may be heard and determined in any such court. Each party also agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each of the parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Any party may make service on any other party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in pursuant to Section 11.12 below10.6. Nothing in this Section 11.09, however, 10.5 shall affect the right of any party either Party to serve legal process in any other manner permitted by law Law. The foregoing consent to jurisdiction shall not (i) constitute submission to jurisdiction or at equity. Each party agrees that a final judgment general consent to service of process in the State of New York or, if applicable, the State of Delaware for any action purpose except with respect to any Action resulting from, relating to or proceeding so brought shall arising out of this Agreement or (ii) be conclusive and may be enforced by suit deemed to confer any rights on any Person, other than the judgment or in any other manner provided by law or at equity. EACH OF Parties. (d) TO THE EXTENT NOT PROHIBITED BY LAW, THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHTS WAIVE, AND COVENANT THAT THEY WILL NOT ASSERT, ANY RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION ARISING IN WHOLE OR PROCEEDING IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS (INCLUDING ANY COUNTERCLAIMACTION INVOLVING DEBT FINANCING SOURCES), WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES HEREBY AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT BETWEEN THE PARTIES IRREVOCABLY TO WAIVE ITS RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS (INCLUDING ANY ACTION INVOLVING DEBT FINANCING SOURCES). EACH PARTY HEREBY CERTIFIES AND ACKNOWLEDGES THAT (I) ARISING OUT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR BASED UPON OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS AGREEMENT. WAIVER, (III) IT MAKES THIS WAIVER VOLUNTARILY AND (IV) THE OTHER PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.09 SHALL SURVIVE THE DISSOLUTION, LIQUIDATION, WINDING UP AND TERMINATION OF THE COMPANY10.5(d).

Jurisdiction; Service of Process; Waiver of Jury Trial. Each (a) To the fullest extent permitted by law, each of the parties submits Parties unconditionally and irrevocably agrees to submit to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware for any state or federal court sitting in the State of Delaware in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or relating to in connection with, this Agreement and hereby irrevocably waives, to the fullest extent permitted by applicable law, and agrees not to assert any objection, whether as a defense or otherwise, that all claims in respect such Party may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding that is brought in any such court has been brought in an inconvenient forum or that such suit, action or proceeding may not be heard and determined brought or is not maintainable in any such court. Each party also agrees courts or that the venue thereof may not to bring any action be appropriate, or proceeding arising out of or relating to that this Agreement may not be enforced in any other courtor by such courts. Each of To the parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Any party may make service on any other party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 11.12 below. Nothing in this Section 11.09, however, shall affect the right of any party to serve legal process in any other manner fullest extent permitted by law or at equity. Each party law, each Party agrees that a final non-appealable judgment in any such suit, action or proceeding so brought shall be conclusive and may be enforced in any other jurisdiction in which a Party may be found or may have assets by suit on the judgment or in any other manner provided by applicable law, and agrees to the fullest extent permitted by law to consent to the enforcement of any such judgment and not to oppose such enforcement or at equity. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY SUITto seek review on the merits of any such judgment in any such jurisdiction. (b) To the fullest extent permitted by law, ACTION OR PROCEEDING (INCLUDING ANY COUNTERCLAIM) ARISING OUT OF OR BASED UPON THIS AGREEMENT. THIS SECTION 11.09 SHALL SURVIVE THE DISSOLUTIONeach of the Parties hereby irrevocably consents to the service of process outside the territorial jurisdiction of such courts in any suit, LIQUIDATIONaction or proceeding by giving copies thereof by overnight courier to the address of such Party specified in Section 7.1 and such service of process shall be deemed effective service of process on such Party; provided, WINDING UP AND TERMINATION OF THE COMPANYhowever, that the foregoing shall not limit the right of any Party to effect service of process on the other Party by any other legally available method.

Jurisdiction; Service of Process; Waiver of Jury Trial. Each (a) To the fullest extent permitted by law, each of the parties submits hereto unconditionally and irrevocably agrees to submit to the exclusive jurisdiction of the state and federal courts located in New York, New York for any state or federal court sitting in the State of Delaware in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or relating to in connection with, this Agreement and hereby irrevocably waives, to the fullest extent permitted by applicable law, and agrees not to assert any objection, whether as a defense or otherwise, that all claims in respect such party may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding that is brought in any such court has been brought in an inconvenient forum or that such suit, action or proceeding may not be heard and determined brought or is not maintainable in any such court. Each party also agrees courts or that the venue thereof may not to bring any action be appropriate, or proceeding arising out of or relating to that this Agreement may not be enforced in any other courtor by such courts. Each of To the parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Any party may make service on any other party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 11.12 below. Nothing in this Section 11.09, however, shall affect the right of any party to serve legal process in any other manner fullest extent permitted by law or at equity. Each law, each party hereto agrees that a final non-appealable judgment in any such suit, action or proceeding so brought shall be conclusive and may be enforced in any other jurisdiction in which a party may be found or may have assets by suit on the judgment or in any other manner provided by applicable law, and agrees to the fullest extent permitted by law to consent to the enforcement of any such judgment and not to oppose such enforcement or at equity. to seek review on the merits of any such judgment in any such jurisdiction. (b) To the fullest extent permitted by law, each of the parties hereto hereby irrevocably consents to the service of process outside the territorial jurisdiction of such courts in any suit, action or proceeding by giving copies thereof by overnight courier to the address of such party specified in Section 4.07 and such service of process shall be deemed effective service of process on such party; provided, however, that the foregoing shall not limit the right of any party to effect service of process on the other party by any other legally available method. (c) TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING (INCLUDING ANY COUNTERCLAIM) ARISING OUT OF OR BASED UPON RELATED TO THIS AGREEMENT. THIS SECTION 11.09 SHALL SURVIVE THE DISSOLUTION, LIQUIDATION, WINDING UP AND TERMINATION OF THE COMPANY.

Jurisdiction; Service of Process; Waiver of Jury Trial. (a) Each of the parties submits Parties unconditionally and irrevocably agrees to submit to the exclusive jurisdiction of the state and federal courts located in New York, New York for any state or federal court sitting in the State of Delaware in any suit, action or proceeding Proceeding seeking to enforce any provision of, or based on any matter arising out of or relating to in connection with, this Agreement or the transactions contemplated hereby and hereby irrevocably waives, to the fullest extent permitted by applicable law, and agrees that all claims in respect not to assert any objection, whether as a defense or otherwise, which such Party may now or hereafter have to the laying of the venue of any such suit, action or proceeding may be heard and determined Proceeding in any such courtcourt or that any such suit, action or Proceeding which is brought in any such court has been brought in an inconvenient forum or that such suit, action or Proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by such courts. Each party also agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each of the parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Any party may make service on any other party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 11.12 below. Nothing in this Section 11.09, however, shall affect the right of any party to serve legal process in any other manner permitted by law or at equity. Each party Party agrees that a final judgment in any such suit, action or proceeding so brought Proceeding shall be conclusive and may be enforced in any other jurisdiction in which a Party may be found or may have assets by suit on the judgment or in any other manner provided by applicable law, and agrees to the fullest extent permitted by law to consent to the enforcement of any such judgment and not to oppose such enforcement or at equityto seek review on the merits of any such judgment in any such jurisdiction. (b) Each of the Parties hereby irrevocably consents to the service of process outside the territorial jurisdiction of such courts in any suit, Proceeding or action by giving copies thereof by hand-delivery of air courier to the address of such Party specified in Section 9.01 and such service of process shall be deemed effective service of process on such Party. However, the foregoing shall not limit the right of any Party to effect service of process on the other Parties by any other legally available method. (c) To the extent that any Party hereto (including assignees of any Party’s rights or obligations under this Agreement) may be entitled, in any jurisdiction, to claim for itself or its revenues, assets or properties, sovereign immunity from service of process, from suit, from the jurisdiction of any court or arbitral tribunal, from attachment prior to judgment, from attachment in aid of execution or enforcement of a judgment (interlocutory or final), or from any other legal process, and to the extent that, in any such jurisdiction there may be attributed such a sovereign immunity (whether claimed or not), each Party hereto hereby irrevocably agrees not to claim, and hereby irrevocably waives to the fullest extent permitted by law, such sovereign immunity. (d) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION OR LEGAL PROCEEDING (INCLUDING ANY COUNTERCLAIM) ARISING OUT OF OR BASED UPON RELATED TO THIS AGREEMENT. THIS SECTION 11.09 SHALL SURVIVE AGREEMENT OR THE DISSOLUTION, LIQUIDATION, WINDING UP AND TERMINATION OF THE COMPANYTRANSACTIONS CONTEMPLATED HEREBY.

Jurisdiction; Service of Process; Waiver of Jury Trial. Each (a) To the fullest extent permitted by law, each of the parties submits hereto unconditionally and irrevocably agrees to submit to the exclusive jurisdiction of any the state or and federal court sitting courts located in the State of Delaware in for any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or relating to in connection with, this Agreement and hereby irrevocably waives, to the fullest extent permitted by applicable law, and agrees not to assert any objection, whether as a defense or otherwise, that all claims in respect such party may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding that is brought in any such court has been brought in an inconvenient forum or that such suit, action or proceeding may not be heard and determined brought or is not maintainable in any such court. Each party also agrees courts or that the venue thereof may not to bring any action be appropriate, or proceeding arising out of or relating to that this Agreement may not be enforced in any other courtor by such courts. Each of To the parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Any party may make service on any other party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 11.12 below. Nothing in this Section 11.09, however, shall affect the right of any party to serve legal process in any other manner fullest extent permitted by law or at equity. Each law, each party hereto agrees that a final non-appealable judgment in any such suit, action or proceeding so brought shall be conclusive and may be enforced in any other jurisdiction in which a party may be found or may have assets by suit on the judgment or in any other manner provided by applicable law, and agrees to the fullest extent permitted by law to consent to the enforcement of any such judgment and not to oppose such enforcement or at equity. to seek review on the merits of any such judgment in any such jurisdiction. (b) To the fullest extent permitted by law, each of the parties hereto hereby irrevocably consents to the service of process outside the territorial jurisdiction of such courts in any suit, action or proceeding by giving copies thereof by overnight courier to the address of such party specified in Section 4.07 and such service of process shall be deemed effective service of process on such party; provided, however, that the foregoing shall not limit the right of any party to effect service of process on the other party by any other legally available method. (c) TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING (INCLUDING ANY COUNTERCLAIM) ARISING OUT OF OR BASED UPON RELATED TO THIS AGREEMENT. THIS SECTION 11.09 SHALL SURVIVE THE DISSOLUTION, LIQUIDATION, WINDING UP AND TERMINATION OF THE COMPANY.

Jurisdiction; Service of Process; Waiver of Jury Trial. (a) Each of the parties submits Parties unconditionally and irrevocably agrees to submit to the exclusive jurisdiction of the state and federal courts located in New York, New York for any state or federal court sitting in the State of Delaware in any suit, action or proceeding Proceeding seeking to enforce any provision of, or based on any matter arising out of or relating to in connection with, this Agreement or the transactions contemplated hereby and hereby irrevocably waives, to the fullest extent permitted by applicable law, and agrees that all claims in respect not to assert any objection, whether as a defense or otherwise, which such Party may now or hereafter have to the laying of the venue of any such suit, action or proceeding may be heard and determined Proceeding in any such courtcourt or that any such suit, action or Proceeding which is brought in any such court has been brought in an inconvenient forum or that such suit, action or Proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by such courts. Each party also agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each of the parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Any party may make service on any other party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 11.12 below. Nothing in this Section 11.09, however, shall affect the right of any party to serve legal process in any other manner permitted by law or at equity. Each party Party agrees that a final judgment in any such suit, action or proceeding so brought Proceeding shall be conclusive and may be enforced in any other jurisdiction in which a Party may be found or may have assets by suit on the judgment or in any other manner provided by applicable law, and agrees to the fullest extent permitted by law to consent to the enforcement of any such judgment and not to oppose such enforcement or at equityto seek review on the merits of any such judgment in any such jurisdiction. (b) Each of the Parties hereby irrevocably consents to the service of process outside the territorial jurisdiction of such courts in any suit, Proceeding or action by giving copies thereof by hand-delivery of air courier to the address of such Party specified in Section 9.01 and such service of process shall be deemed effective service of process on such Party. However, the foregoing shall not limit the right of any Party to effect service of process on the other Parties by any other legally available method. (c) To the extent that any Party hereto (including assignees of any Party's rights or obligations under this Agreement) may be entitled, in any jurisdiction, to claim for itself or its revenues, assets or properties, sovereign immunity from service of process, from suit, from the jurisdiction of any court or arbitral tribunal, from attachment prior to judgment, from attachment in aid of execution or enforcement of a judgment (interlocutory or final), or from any other legal process, and to the extent that, in any such jurisdiction there may be attributed such a sovereign immunity (whether claimed or not), each Party hereto hereby irrevocably agrees not to claim, and hereby irrevocably waives to the fullest extent permitted by law, such sovereign immunity. (d) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION OR LEGAL PROCEEDING (INCLUDING ANY COUNTERCLAIM) ARISING OUT OF OR BASED UPON RELATED TO THIS AGREEMENT. THIS SECTION 11.09 SHALL SURVIVE AGREEMENT OR THE DISSOLUTION, LIQUIDATION, WINDING UP AND TERMINATION OF THE COMPANYTRANSACTIONS CONTEMPLATED HEREBY.