Pre-Closing Disputes. The Parties agree that, prior to the Closing, irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that any of the provisions of this Agreement were not performed by the Parties in accordance with their specific terms (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated hereby) or were otherwise breached or violated by the Parties. The Parties agree and acknowledge that, prior to the Closing, each of the Parties shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement by another Party and to enforce specifically the terms and provisions hereof against the other Parties, in addition to any other remedy to which such Party is entitled at law or in equity. Each of the Parties agrees and acknowledges that such Party will not oppose the granting of an injunction, specific performance or other equitable relief on the basis that there is an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. In seeking an injunction or injunctions pre-Closing to prevent breaches of this Agreement or to enforce specifically the terms and provisions of this Agreement, no Party shall be required to provide any bond or other security. (b)
Pre-Closing Disputes. Prior to the Effective Time, the parties hereto agree that all claims, controversies and disputes of any kind or nature relating in any way to the enforcement or interpretation of this Agreement or to the parties’ dealings, rights or obligations in connection herewith, shall be brought exclusively in the Court of Chancery of the State of Delaware or, if such court shall not have jurisdiction, any federal court of the United States located in the State of Delaware, or, if neither the Court of Chancery of the State of Delaware nor any such federal court has jurisdiction, any other state court located in the State of Delaware. With respect to any such claims, controversies or disputes, each of the parties hereto hereby irrevocably:
Pre-Closing Disputes. (a) The provisions of this Section 10.4 apply to any dispute, controversy, claim or cause of action arising out of, in relation to or in connection with this Agreement prior to the Closing, including any question regarding its existence, validity or termination, or any claim in tort, in equity or pursuant to statute (“Pre-Closing Dispute”).
Pre-Closing Disputes. If there is any Dispute asserted by either Party before the Closing Date, then, to the extent permitted by Law, the Parties agree that all actions or Proceedings arising in connection with that Dispute must be tried and litigated only in the state and federal courts located in the State of Hawaii. That choice of venue is mandatory and not permissive in nature, thereby precluding the possibility of jurisdiction or venue other than specified in this Section 10.21(b). To the extent permitted by law, (a) the Parties hereby waive any right each may have to assert the doctrine of forum non conveniens or to object to venue for any Proceeding brought in accordance with this Section 10.21(b); and (b) the Parties stipulate that the state and federal courts located in the State of Hawaii will have in personam jurisdiction and venue over the Parties for the litigation of any Dispute arising out of or related to this Agreement asserted by either Party before the Closing Date. Service of process sufficient for personal jurisdiction in any action against any Party hereto may be made by registered or certified mail, to its address indicated herein. Each Party agrees that any final judgment rendered against it in any action or proceeding will be conclusive as to the subject of such final judgment, and it may be enforced in other jurisdictions in any manner provided by law.
Pre-Closing Disputes. (i) Unless and until the Closing occurs, each of the Company, Buyer, Buyer Ultimate Parent, the Member hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the Court of Chancery of the State of Delaware (the “Chosen Court”) for any litigation arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in the Chosen Court), waives any objection to the laying of venue of any such litigation in the Chosen Court and agrees not to plead or claim in the Chosen Court that such litigation brought therein has been brought in any inconvenient forum.
