Other European Jurisdictions Sample Clauses

Other European Jurisdictions. Subject to Section 6.03(c), (d) and (e) and except as set forth below, Seller or the applicable Selling Subsidiary shall endeavor in good faith to obtain the voluntary termination of employment prior to the Closing of all other Mandatory Business Employees and the execution of an agreement by all other Mandatory Business Employees in favor of Seller and the Selling Subsidiaries that waives all claims to reinstatement and all other employment-related claims of such Mandatory Business Employees. To induce the Mandatory Business Employees to do so, Seller or the applicable Selling Subsidiary shall be required to offer a severance payment to each such Mandatory Business Employee in an amount mutually agreed upon by the parties in good faith, but which shall be consistent with the local practice of each jurisdiction. This Section 6.03(f) shall not apply to (i) the United Kingdom, (ii) the Netherlands or (iii) any other jurisdiction where such a course of action would either delay the Closing Date for such jurisdiction or would constitute a criminal offense under applicable Law. (g) Each of Purchaser and Seller shall (and shall cause its relevant Affiliates to) cooperate in connection with the consultation with any works council in any jurisdiction that requires such consultation. SECTION 6.04.
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Other European Jurisdictions. With respect to European jurisdictions other than the United Kingdom, as soon as reasonably practicable after the Closing (after giving effect to any required employee consultations), the Purchaser or the applicable Purchaser Subsidiary shall terminate the employment of each Mandatory Assumed Employee. Purchaser or the applicable Purchaser Subsidiary shall endeavor in good faith to do all things necessary, both before and after the Closing, to procure such termination of the Mandatory Assumed Employees in accordance with applicable Law so as to minimize the amount of severance or other benefits paid to the Mandatory Assumed Employees; provided that neither the Purchaser nor any of the Purchaser Subsidiaries represents or warrants that such terminations will be considered "fair" or "legitimate" terminations under applicable Law. In particular, but without limiting the generality of the foregoing, the Purchaser or the applicable Purchaser Subsidiary shall:
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Other European Jurisdictions. Subject to paragraph 4 below, the relevant national competition authority in each of the following jurisdictions:
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Other European Jurisdictions. With respect to European jurisdictions other than the United Kingdom, as soon as reasonably practicable after the Closing (after giving effect to any required employee consultations), the Purchaser or the applicable Purchaser Subsidiary shall terminate the employment of each Mandatory Assumed Employee. Purchaser or the applicable Purchaser Subsidiary shall endeavor in good faith to do all things necessary, both before and after the Closing, to procure such termination of the Mandatory Assumed Employees in accordance with applicable Law so as to minimize the amount of severance or other benefits paid to the Mandatory Assumed Employees; provided that neither the Purchaser nor any of the Purchaser Subsidiaries represents or warrants that such terminations will be considered "fair" or "legitimate" terminations under applicable Law. In particular, but without limiting the generality of the foregoing, the Purchaser or the applicable Purchaser Subsidiary shall: (i) From the date of this Agreement until Closing (but only to the extent consistent with local practice in each jurisdiction for similar transactions), use its commercially reasonable efforts to collectively consult with its employees with the Mandatory Assumed Employees, notwithstanding the fact that the Purchaser or the applicable Purchaser Subsidiary is not the employer of the Mandatory Assumed Employees during the relevant period. (ii) From the date of this Agreement until Closing (but only to the extent consistent with local practice in each jurisdiction for similar transactions), send such documentation to the Mandatory Assumed Employees as local counsel to Purchaser advises is necessary or appropriate. (iii) From the date of this Agreement until Closing, not send any documentation to the Mandatory Assumed Employees or make any formal or informal, written 51 <page> or verbal, communication to the Mandatory Assumed Employees without such documentation or communication having first been approved by the Seller (such approval not to be unreasonably withheld or delayed). (d) Seller and the Selling Subsidiaries shall jointly and severally indemnify and hold Purchaser and the Purchasing Subsidiaries harmless against any and all costs, expenses, claims or damages associated with or related to the employment or termination of the Mandatory Assumed Employees, including, but not limited to, (i) the cost of all salaries, bonuses, incentive payments, benefits, payroll taxes, perquisites or contributions made to,...
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Related to Other European Jurisdictions

  • Exclusive English jurisdiction Subject to Clause 30.3, the courts of England shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement.

  • Immunity from Jurisdiction Neither the Company nor any of its subsidiaries nor any of its or their properties or assets has any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) under the laws of The Netherlands.

  • Applicable Law, Venue and Jurisdiction Borrower agrees that this Note shall be deemed to have been made in the State of Texas at Lender's address indicated at the beginning of this Note and shall be governed by, and construed in accordance with, the laws of the State of Texas and is performable in the City and County of Texas indicated at the beginning of this Note. In any litigation in connection with or to enforce this Note or any indorsement or guaranty of this Note or any Loan Documents, Obligors, and each of them, irrevocably consent to and confer personal jurisdiction on the courts of the State of Texas or the United States courts located within the State of Texas. Nothing contained herein shall, however, prevent Lender from bringing any action or exercising any rights within any other state or jurisdiction or from obtaining personal jurisdiction by any other means available under applicable law.

  • Venue; Jurisdiction (a) Any action or proceeding brought by either party seeking to enforce any provision of, or based on any right arising out of, this Agreement must be brought against any of the parties in the courts of the State of New York. Each party (i) hereby irrevocably submits to the jurisdiction of the state courts of the State of New York and to the jurisdiction of any United States District Court in the State of New York, for the purpose of any suit, action, or other proceeding arising out of or based upon this Agreement or the subject matter hereof brought by any party or its successors or assigns, (ii) hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action, or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient 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 court, and (iii) hereby waives and agrees not to seek any review by any court of any other jurisdiction that may be called upon to grant an enforcement of the judgment of any such New York state or federal court.

  • Jurisdiction; Immunities Borrower and each Guarantor hereby irrevocably submit to the jurisdiction of any New York State or United States Federal court sitting in New York City over any action or proceeding arising out of or relating to this Agreement, the Notes, the Letters of Credit, or any other Loan Document, and Borrower and each Guarantor hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or Federal court. Borrower and each Guarantor irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower and each Guarantor at their respective addresses specified in Section 14.05 hereof. Borrower and each Guarantor agree that a final non-appealable judgment 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. Borrower and each Guarantor further waive any objection to venue in such State and any objection to an action or proceeding in such State on the basis of forum non conveniens. Borrower and each Guarantor agree that any action or proceeding brought against the Agent or any Bank shall be brought only in New York State or United States Federal Court sitting in New York County. Nothing in this Section 14.07 hereof shall affect the right of the Agent or any Bank to serve legal process in any other manner permitted by law or affect the right of the Agent or any Bank to bring any action or proceeding against any of Borrower or any Guarantor or their property in the courts of any other jurisdictions. To the extent that Borrower or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Borrower and each Guarantor hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Notes, and any other Revolving Credit Loan Document.

  • Exclusive Delaware Jurisdiction Each Trustee, each officer, each Shareholder and each Person beneficially owning an interest in a Share of the Trust (whether through a broker, dealer, bank, trust company or clearing corporation or an agent of any of the foregoing or otherwise), to the fullest extent permitted by law, including Section 3804(e) of the Delaware Act, (i) irrevocably agrees that any claims, suits, actions or proceedings arising out of or relating in any way to the Trust or its business and affairs, the Delaware Act, this Declaration of Trust or the Bylaws or asserting a claim governed by the internal affairs (or similar) doctrine (including, without limitation, any claims, suits, actions or proceedings to interpret, apply or enforce (A) the provisions of this Declaration of Trust or the Bylaws, or (B) the duties (including fiduciary duties), obligations or liabilities of the Trust to the Shareholders or the Trustees, or of officers or the Trustees to the Trust, to the Shareholders or each other, or (C) the rights or powers of, or restrictions on, the Trust, the officers, the Trustees or the Shareholders, or (D) any provision of the Delaware Act or other laws of the State of Delaware pertaining to trusts made applicable to the Trust pursuant to Section 3809 of the Delaware Act, or (E) any other instrument, document, agreement (including, without limitation, any investment management agreement) or certificate contemplated by any provision of the Act, the Declaration of Trust or the Bylaws relating in any way to the Trust or (F) the federal securities laws of the United States, including, without limitation, the Investment Company Act of 1940, as amended, or the securities or antifraud laws of any international, national, state, provincial, territorial, local or other governmental or regulatory authority, including, in each case, the applicable rules and regulations promulgated thereunder (regardless, in every case, of whether such claims, suits, actions or proceedings (x) sound in contract, tort, fraud or otherwise, (y) are based on common law, statutory, equitable, legal or other grounds, or (z) are derivative or direct claims)), shall be exclusively brought, unless the Trust, in its sole discretion, consents in writing to an alternative forum, in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, any other court in the State of Delaware with subject matter jurisdiction, (ii) irrevocably submits to the exclusive jurisdiction of such courts in connection with any such claim, suit, action or proceeding, (iii) irrevocably agrees not to, and waives any right to, assert in any such claim, suit, action or proceeding that (A) it is not personally subject to the jurisdiction of such courts or any other court to which proceedings in such courts may be appealed, (B) such claim, suit, action or proceeding is brought in an inconvenient forum, or (C) the venue of such claim, suit, action or proceeding is improper, (iv) consents to process being served in any such claim, suit, action or proceeding by mailing, certified mail, return receipt requested, a copy thereof to such party at the address in effect for notices hereunder, and agrees that such service shall constitute good and sufficient service of process and notice thereof; provided, nothing in clause (iv) hereof shall affect or limit any right to serve process in any other manner permitted by law, and (v) irrevocably waives any and all right to trial by jury in any such claim, suit, action or proceeding.

  • Enforcement; Jurisdiction If any party institutes legal action to enforce or interpret the terms and conditions of this Agreement, the prevailing party shall be awarded reasonable attorneys’ fees at all trial and appellate levels, and the expenses and costs incurred by such prevailing party in connection therewith. Any legal action, suit or proceeding, in equity or at law, arising out of or relating to this Agreement shall be instituted exclusively in the State or Federal courts located in the State of New Jersey, and each party agrees not to assert, by way of motion, as a defense or otherwise, in any such action, suit or proceeding, any claim that such party is not subject personally to the jurisdiction of any such court, that the action, suit or proceeding is brought in an inconvenient forum, that the venue of the action, suit or proceeding is improper or should be transferred, or that this Agreement or the subject matter hereof may not be enforced in or by any such court. Each party further irrevocably submits to the jurisdiction of any such court in any such action, suit or proceeding. Any and all service of process and any other notice in any such action, suit or proceeding shall be effective against any party if given personally or by registered or certified mail, return receipt requested or by any other means of mail that requires a signed receipt, postage prepaid, mailed to such party as herein provided. Nothing herein contained shall be deemed to affect or limit the right of any party to serve process in any other manner permitted by applicable law.

  • Jurisdiction; Venue In the event that any action is brought to enforce any provision of this Master Contract, the parties agree to exclusive jurisdiction in Xxxxxxxx County Superior Court for the State of Washington and agree that in any such action venue shall lie exclusively at Olympia, Washington.

  • Venue and Jurisdiction Any claim, action, suit or proceeding between Agency (or any other agency or department of the State of Oregon) and Contractor that arises from or relates to this Contract must be brought and conducted solely and exclusively within the Circuit Court of Xxxxxx County for the State of Oregon. CONTRACTOR, BY EXECUTION OF THIS CONTRACT, HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF SAID COURTS. In no event may this section be construed as (i) a waiver by the State of Oregon of any form of defense or immunity, whether it is sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any claim, action, suit or proceeding, or (ii) consent by the State of Oregon to the jurisdiction of any court.

  • Applicable Laws and Consent to Jurisdiction The validity, construction, interpretation and enforceability of this Agreement shall be determined and governed by the laws of the State of Delaware without giving effect to the principles of conflicts of law. For the purpose of litigating any dispute that arises under this Agreement, the parties hereby consent to exclusive jurisdiction in Virginia and agree that such litigation shall be conducted in the courts of Fairfax County, Virginia or the federal courts of the United States for the Eastern District of Virginia.

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