Pre-Closing Disputes Clause Samples
The Pre-Closing Disputes clause establishes procedures for resolving disagreements that arise between parties before the official closing of a transaction. Typically, this clause outlines the steps for notification, negotiation, and possibly third-party resolution if the parties cannot reach an agreement on issues such as purchase price adjustments or representations and warranties. Its core function is to provide a clear, structured process for addressing and settling disputes before closing, thereby reducing uncertainty and minimizing the risk of delays or failed transactions.
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.
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”).
(b) The Parties acknowledge and agree that all actions brought with respect to Pre-Closing Disputes shall be heard and determined exclusively in the Court of Chancery of the State of Delaware or, if such court lacks personal or subject matter jurisdiction, then in any state or U.S. federal court sitting in the County of New Castle in the State of Delaware (an “Agreed Court”). Consistent with the preceding sentence, the Parties hereby (a) submit to the exclusive jurisdiction of any Agreed Court for the purpose of any Action arising out of or relating to any Pre-Closing Dispute brought by a Party and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of any Agreed Court, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the Transactions may not be enforced in or by any of the above named courts. In any such Action, the Parties irrevocably consent to service of process in the manner provided for notices in Section 10.2, or in any other manner permitted by applicable Law. The Parties further agree that, to the extent permitted by Law, that any final and unappealable judgment against a Party in any such Action shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and amount of such judgment.
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. 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:
(i) submits itself and its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action in any court or tribunal other than the aforesaid courts;
(ii) waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding (A) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 10.12, (B) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (C) to the fullest extent permitted by the applicable Law, any claim that (1) the suit, action or proceeding in such court is brought in an inconvenient forum, (2) the venue of such suit, action or proceeding is improper or (3) this Agreement, or the subject matter hereof, may not be enforced in or by such courts; and
(iii) WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (II) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG ...
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.
(ii) Each of the parties hereto agrees, (a) to the extent such party is not otherwise subject to service of process in the state of Delaware, to appoint and maintain an agent in the state of Delaware as such party’s agent for acceptance of legal process with respect to the litigation of matters described in Section 9.11(a)(i) and to provide notice to the other parties hereto of such appointment and (b) that service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by United States Postal Service constituting evidence of valid service. Solely for purposes of implementing the parties’ agreement to appoint and maintain an agent for service of process in the state of Delaware, Buyer and Buyer Ultimate Parent do hereby appoint The Corporation Trust Company, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ in the City of Wilmington, Delaware, as such agent.