Jurisdiction; Venue; Consent to Service of Process. (a) Except as otherwise provided in Section 2.7, 2.8 or 4.9, each of the parties hereto (a) consents to submit itself to the exclusive personal jurisdiction of the Delaware Court of Chancery and any Federal court located in the State of Delaware in the event of any Action arising out of or relating to this Separation Agreement or any of the transactions contemplated by this Separation Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (c) agrees that it will not bring any Action arising out of or relating to this Separation Agreement or any of the transactions contemplated by this Separation Agreement in any court other than the Delaware Court of Chancery or a Federal court sitting in the State of Delaware. In any Action arising out of or relating to this Separation Agreement or any of the transactions contemplated by this Separation Agreement, each party irrevocably and unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise any claims that it is not subject to the jurisdiction of the above courts, that such Action is brought in an inconvenient forum or that the venue of such Action is improper. Each of the parties also hereby agrees that any final and unappealable Judgment against a party in connection with any such Action shall be conclusive and binding on such party and that such award or Judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such Judgment shall be conclusive evidence of the fact and amount of such Judgment.
Appears in 3 contracts
Samples: Purchase and Separation Agreement (Supervalu Inc), Purchase and Separation Agreement (New Aloha CORP), Purchase and Separation Agreement (Albertsons Inc /De/)
Jurisdiction; Venue; Consent to Service of Process. (a) Except as otherwise provided in Section 2.7Sections 2.6, 2.8 2.7 or 4.9, each of the parties hereto (a) consents to submit itself to the exclusive personal jurisdiction of the Delaware Court of Chancery and any Federal court located in the State of Delaware in the event of any Action arising out of or relating to this Separation Agreement or any of the transactions contemplated by this Separation Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (c) agrees that it will not bring any Action arising out of or relating to this Separation Agreement or any of the transactions contemplated by this Separation Agreement in any court other than the Delaware Court of Chancery or a Federal court sitting in the State of Delaware. In any Action arising out of or relating to this Separation Agreement or any of the transactions contemplated by this Separation Agreement, each party irrevocably and unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise any claims that it is not subject to the jurisdiction of the above courts, that such Action is brought in an inconvenient forum or that the venue of such Action is improper. Each of the parties also hereby agrees that any final and unappealable Judgment against a party in connection with any such Action shall be conclusive and binding on such party and that such award or Judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such Judgment shall be conclusive evidence of the fact and amount of such Judgment.
Appears in 2 contracts
Samples: Transaction Agreement (Nasdaq Stock Market Inc), Transaction Agreement (Instinet Group Inc)
Jurisdiction; Venue; Consent to Service of Process. (a) Except as otherwise provided in Section 2.7, 2.8 or 4.9, each Each of the parties Parties hereto (a) consents to submit itself to the exclusive personal jurisdiction of the Delaware Chancery Court of Chancery and any Federal court located in the State of Delaware in the event of any Action arising out of or relating to this Separation Agreement or any of the transactions contemplated by this Separation Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, court and (c) agrees that it will not bring any Action arising out of or relating to this Separation Agreement or any of the transactions contemplated by this Separation Agreement in any court other than the Delaware Chancery Court of Chancery or a Federal court sitting in the State of Delaware. In any Action arising out of or relating to this Separation Agreement or any of the transactions contemplated by this Separation Agreement, each party Party irrevocably and unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise any claims that it is not subject to the jurisdiction of the above courts, that such Action is brought in an inconvenient forum or that the venue of such Action is improper. Each of the parties Parties also hereby agrees that any final and unappealable Judgment judgment against a party Party in connection with any such Action shall be conclusive and binding on such party Party and that such award or Judgment judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such Judgment judgment shall be conclusive evidence of the fact and amount of such Judgmentjudgment. Each Party hereto irrevocably consents to service of process in the manner provided for the giving of notices pursuant to this Agreement. Nothing in this Section 7.10 shall affect the right of any Party to serve process in any other manner permitted by applicable Law.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Sierra Oncology, Inc.)
Jurisdiction; Venue; Consent to Service of Process. (a) Except as otherwise provided in Section 2.7, 2.8 or 4.9, each of the parties hereto (a) consents to submit itself to the exclusive personal jurisdiction of the Delaware Court of Chancery and any Federal court located in the State of Delaware in the event of any Action arising out of or relating to this Separation Agreement or any of the transactions contemplated by this Separation Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (c) agrees that it will not bring any Action arising out of or relating to this Separation Agreement or any of the transactions contemplated by this Separation Agreement in any court other than the Delaware Court of Chancery or a Federal court sitting in the State of Delaware. In any Action arising out of or relating to this Separation Agreement or any of the transactions contemplated by this Separation Agreement, each party 66 irrevocably and unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise any claims that it is not subject to the jurisdiction of the above courts, that such Action is brought in an inconvenient forum or that the venue of such Action is improper. Each of the parties also hereby agrees that any final and unappealable Judgment against a party in connection with any such Action shall be conclusive and binding on such party and that such award or Judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such Judgment shall be conclusive evidence of the fact and amount of such Judgment.
Appears in 1 contract
Samples: Purchase and Separation Agreement (Albertsons Inc /De/)
Jurisdiction; Venue; Consent to Service of Process. (a) Except as otherwise provided in Section 2.7, 2.8 or 4.9, each Each of the parties hereto (a) consents to submit itself to the exclusive personal jurisdiction of the Delaware Chancery Court (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of Chancery and any Federal court located the State of Delaware), or, if it has or can acquire jurisdiction, in the State United States District Court for the District of Delaware in the event of any Action arising out of or relating to this Separation Agreement or any of the transactions contemplated by this Separation Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (c) agrees that it will not bring any Action arising out of or relating to this Separation Agreement or any of the transactions contemplated by this Separation Agreement in any court other than the Delaware Chancery Court of Chancery or a Federal federal court sitting in the State of Delaware. In any Action arising out of or relating to this Separation Agreement or any of the transactions contemplated by this Separation Agreement, each party irrevocably and unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise any claims that it is not subject to the jurisdiction of the above courts, that such Action is brought in an inconvenient forum or that the venue of such Action is improper. Each of the parties also hereby agrees that any final and unappealable Judgment judgment against a party in connection with any such Action shall be conclusive and binding on such party and that such award or Judgment judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such Judgment judgment shall be conclusive evidence of the fact and amount of such Judgmentjudgment. Each party hereto irrevocably consents to service of process in the manner provided for the giving of notices pursuant to Section 14(b) of this Agreement. Nothing in this Section 14(h) shall affect the right of any party to serve process in any other manner permitted by applicable Law.
Appears in 1 contract