Common use of Jurisdiction; Venue; Waiver of Jury Trial Clause in Contracts

Jurisdiction; Venue; Waiver of Jury Trial. Each of the parties hereto (a) consents to submit itself to the exclusive personal jurisdiction of the Delaware Court of Chancery or any Federal court located in the State of Delaware in the event of any Action arising out of or relating to this Agreement or any of the transactions contemplated by this 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 Agreement or any of the transactions contemplated by this 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 Agreement or any of the transactions contemplated by this 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. To the fullest extent permitted by law, each of the parties irrevocably waives all right to trial by jury in any Action or counterclaim arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement.

Jurisdiction; Venue; Waiver of Jury Trial. Each of the The parties hereto (a) consents to hereby irrevocably and unconditionally submit itself to the exclusive personal jurisdiction of the Delaware Court U.S. federal and state courts of Chancery or any Federal court located in the State of Delaware in and to the event jurisdiction of the U.S. District Court for the District of Delaware for the purpose of any Action suit, action or other proceeding arising out of or relating to this Agreement or any of the transactions contemplated by based upon this Agreement, (b) agrees that it will agree not attempt to deny or defeat such personal jurisdiction by motion commence any suit, action or other request proceeding arising out of or based upon this Agreement except in the U.S. federal and state courts located within the geographic boundaries of the State of Delaware or the U.S. District Court for leave from any such courtthe District of Delaware, and (c) agrees that it will not bring any Action arising out of or relating to this Agreement or any of the transactions contemplated by this 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 Agreement or any of the transactions contemplated by this Agreementhereby waive, each party irrevocably and unconditionally waives and agrees agree not to assert assert, by way of motion, as a defense defense, or otherwise otherwise, in any claims such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above above-named courts, that such Action its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum or forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such Action is impropercourt. Each of the parties also hereby agrees that to this Agreement consents to personal jurisdiction for any final and unappealable judgment against a party equitable action sought in connection with any such Action shall be conclusive and binding on such party and that such award the U.S. District Court for the District of Delaware or judgment may be enforced in any court of competent the State of Delaware having subject matter jurisdiction. THE PARTIES HERETO EACH HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, 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. To the fullest extent permitted by law, each of the parties irrevocably waives all right to trial by jury in any Action or counterclaim arising out of or relating to this Agreement or any of the transactions contemplated by this AgreementSUIT OR OTHER LEGAL PROCEEDING ARISING UNDER OR RELATING TO ANY PROVISION OF THIS AGREEMENT.

Jurisdiction; Venue; Waiver of Jury Trial. (a) Each of the parties hereto (a) consents to submit itself to the exclusive personal jurisdiction of the Delaware Court of Chancery or any Federal court located in the State of Delaware in the event of any Action arising out of or relating to this Agreement hereby agrees that the Bankruptcy Court shall have exclusive jurisdiction to hear and determine any claims or any of disputes between the transactions contemplated by parties hereto pertaining directly or indirectly to this Agreement, and all documents, instruments and agreements executed pursuant hereto or thereto, or to any matter arising herefrom (b) agrees that it will not attempt to deny unless otherwise expressly provided for herein 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 Agreement or any of the transactions contemplated by this 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 Agreement or any of the transactions contemplated by this 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 judgmenttherein). To the fullest extent permitted by law, each party hereby expressly submits and consents in advance to such jurisdiction in any action or proceeding commenced by any of the other parties hereto in any of such courts, and agrees that service of such summons and complaint or other process or papers may be made by registered or certified mail addressed to such party at the address to which notices are to be sent pursuant to this Agreement. Each of the parties irrevocably waives all any claim that the Bankruptcy Court is an inconvenient forum or an improper forum based on lack of venue. The choice of forum set forth in this Section 13.10 shall not be deemed to preclude the enforcement of any judgment obtained in such forum or the taking of any action to enforce the same in any other appropriate jurisdiction. (b) Each party hereto hereby waives, to the fullest extent permitted by applicable Legal Requirement, any right it may have to a trial by jury in respect of any Action litigation directly or counterclaim indirectly arising out of, under or in connection with this Agreement. Each party hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or relating otherwise, that any other party would not, in the event of litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement or any of by, among other things, the transactions contemplated by mutual waivers and certifications in this AgreementSection 13.10.

Jurisdiction; Venue; Waiver of Jury Trial. (a) Each of the parties party hereto (a) irrevocably consents to submit itself to the exclusive personal jurisdiction service of the Delaware Court of Chancery summons and complaint and any other process in any action or any Federal court located in the State of Delaware in the event of any Action arising out of or proceeding relating to this Agreement or any of the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with this Section 16(a) or in such other manner as may be permitted by applicable Law, that such process may be served in the manner of giving notices in Section 8 and that nothing in this Section 16(a) shall affect the right of any party hereto to serve legal process in any other manner permitted by applicable law, (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive general jurisdiction of the Court of Chancery of the State of Delaware (the “Chancery Court”) and any state appellate court therefrom located within the State of Delaware (or, only if the Chancery Court declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any Order in respect thereof, (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chancery Court and any state appellate court therefrom located within the State of Delaware (or, only if the Chancery Court declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same and (cf) agrees that it will not bring any Action arising out of or action relating to this Agreement or any of the transactions contemplated by this Agreement hereby 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 Agreement or any of the transactions contemplated by this 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 aforesaid 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 party hereto agrees that a final Order in any final and unappealable judgment against a party action or proceeding in connection with any such Action courts as provided above 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 other jurisdictions by suit on the Order 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. To the fullest extent permitted by law, each of the parties irrevocably waives all right to trial by jury in any Action or counterclaim arising out of or relating to this Agreement or any of the transactions contemplated other manner provided by this Agreementapplicable Law. (b) THE PARTIES HERETO EACH HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. THE PARTIES HERETO EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES HERETO MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Jurisdiction; Venue; Waiver of Jury Trial. Each of Parent and the parties hereto (a) consents to submit itself Buyer irrevocably and unconditionally submits to the exclusive personal jurisdiction of the Delaware Court of Chancery any State or any Federal court located sitting in the State City of Delaware in the event of Wilmington, Delaware, over any Action suit, action or proceeding arising out of or relating to this Agreement or any Agreement. Without limitation of the transactions contemplated by this Agreementother means of service, (b) each party agrees that service of any process, summons, notice or document with respect to any action, suit or proceeding may be served on it will not attempt in accordance with the notice provisions set forth herein. Each of Parent and Buyer irrevocably and unconditionally waives any objection to deny or defeat such personal jurisdiction by motion or other request for leave from the laying of venue of any such courtsuit, action or proceeding brought in any such court and (c) any claim that such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each of Parent and Buyer agrees that a final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon it will not bring and may be enforced in any Action other courts to whose jurisdiction it is or may be subject, by suit upon such judgment. Each of Parent and Buyer hereby waives its rights to a trial by jury of any claim or cause of action arising out of or relating to Buyer's investigation of the business of the Subsidiaries, this Agreement, the negotiation and execution of this Agreement or any Contract entered into pursuant hereto (except to the extent otherwise expressly set forth therein) or the performance by the parties of its or their terms in any action, proceeding or other litigation of any type brought by one party against the other, regardless of the transactions contemplated by this 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 Agreement or any basis of the transactions contemplated by this Agreement, each party irrevocably and unconditionally waives and agrees not to assert by way claim or cause 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. To the fullest extent permitted by law, each of the parties irrevocably waives all right to trial by jury in any Action or counterclaim arising out of or relating to this Agreement or any of the transactions contemplated by this Agreementaction.

Jurisdiction; Venue; Waiver of Jury Trial. (a) Each of the parties hereto (a) consents to submit itself to the exclusive personal jurisdiction of the Delaware Court of Chancery or any Federal court located in the State of Delaware in the event of any Action arising out of or relating Parties to this Agreement hereby agrees that the Bankruptcy Court shall have exclusive jurisdiction to hear and determine any claims or any of disputes between the transactions contemplated by parties hereto pertaining directly or indirectly to this Agreement, and all documents, instruments and agreements executed pursuant hereto or thereto, or to any matter arising herefrom (b) agrees that it will not attempt to deny unless otherwise expressly provided for herein 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 Agreement or any of the transactions contemplated by this 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 Agreement or any of the transactions contemplated by this 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 judgmenttherein). To the fullest extent permitted by law, each party hereby expressly submits and consents in advance to such jurisdiction in any action or proceeding commenced by any of the other parties hereto in any of such courts, and agrees that service of such summons and complaint or other process or papers may be made by registered or certified mail addressed to such party at the address to which notices are to be sent pursuant to this Agreement. Each of the parties irrevocably waives all any claim that the Bankruptcy Court is an inconvenient forum or an improper forum based on lack of venue. The choice of forum set forth in this Section 12.12 shall not be deemed to preclude the enforcement of any judgment obtained in such forum or the taking of any action to enforce the same in any other appropriate jurisdiction. (b) Each party hereto hereby waives, to the fullest extent permitted by applicable Legal Requirement, any right it may have to a trial by jury in respect of any Action litigation directly or counterclaim indirectly arising out of, under or in connection with this Agreement. Each party hereto (a) certifies that no representative, agent or attorney of the other party has represented, expressly or relating otherwise, that the other party would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties hereto have been induced to enter into this Agreement or any of by, among other things, the transactions contemplated by mutual waivers and certifications in this AgreementSection.

Jurisdiction; Venue; Waiver of Jury Trial. Each of the parties hereto (a) consents to submit itself to the exclusive personal jurisdiction of the Delaware Court of Chancery any state or any Federal federal court located in the State of Delaware New York in the event of any Action arising out of or relating related to this Agreement or any of the transactions contemplated by this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or o 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 Agreement or any of the transactions contemplated by this Agreement in any court other than the Delaware Court of Chancery state or a Federal court sitting federal courts located in the State of DelawareNew York. In any Action arising out of or relating to this Agreement or any of the transactions contemplated by this 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 agreed 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 ay court of competent jurisdiction, either within or outside of the United States. A certified or exemplified exemplary copy of such judgment shall be conclusive evidence of the fact and amount of such judgment. To the fullest extent permitted by law, each of the parties irrevocably waives all right to trial by jury in any Action or counterclaim arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement.

Jurisdiction; Venue; Waiver of Jury Trial. Each of Parent and the parties hereto (a) consents to submit itself Buyer irrevocably and unconditionally submits to the exclusive personal jurisdiction of the Delaware Court of Chancery any State or any Federal court located sitting in the State City of Delaware in the event of Wilmington, Delaware, over any Action suit, action or proceeding arising out of or relating to this Agreement or any Agreement. Without limitation of the transactions contemplated by this Agreementother means of service, (b) each party agrees that service of any process, summons, notice or document with respect to any action, suit or proceeding may be served on it will not attempt in accordance with the notice provisions set forth herein. Each of Parent and Buyer irrevocably and unconditionally waives any objection to deny or defeat such personal jurisdiction by motion or other request for leave from the laying of venue of any such courtsuit, action or proceeding brought in any such court and (c) any claim that such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each of Parent and Buyer agrees that a final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon it will not bring and may be enforced in any Action other courts to whose jurisdiction it is or may be subject, by suit upon such judgment. Each of Parent and Buyer hereby waives its rights to a trial by jury of any claim or cause of action arising out of or relating to Buyer’s investigation of the business of the Subsidiaries, this Agreement, the negotiation and execution of this Agreement or any Contract entered into pursuant hereto (except to the extent otherwise expressly set forth therein) or the performance by the parties of its or their terms in any action, proceeding or other litigation of any type brought by one party against the other, regardless of the transactions contemplated by this 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 Agreement or any basis of the transactions contemplated by this Agreement, each party irrevocably and unconditionally waives and agrees not to assert by way claim or cause 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. To the fullest extent permitted by law, each of the parties irrevocably waives all right to trial by jury in any Action or counterclaim arising out of or relating to this Agreement or any of the transactions contemplated by this Agreementaction.