Common use of Specific Performance; Jurisdiction Clause in Contracts

Specific Performance; Jurisdiction. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the courts of the State of New York or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the City and County of New York (collectively, the “Specified Courts”), this entitlement being in addition to any other remedy to which such party is entitled at law or in equity. In addition, each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the Specified Courts in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Specified Courts and (iv) consents to service being made through the notice procedures set forth in Section 10.1. Each of the Company, Parent and Merger Sub hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 10.1 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby.

Specific Performance; Jurisdiction. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that Therefore, in addition to any other right or remedy to which any party may be entitled at law or in equity, the parties obligations of the Sellers under this Agreement, including the Sellers’ obligation to sell the Transferred Interests to the Acquiror, and the Acquiror’s obligation to purchase and acquire the Transferred Interests from the Sellers, in each case at the Closing, and the Sellers’ obligations under Section 6.2, shall be entitled to an injunction or injunctions to prevent breaches enforceable by a decree of this Agreement and to enforce specifically the terms and provisions of this Agreement in the courts specific performance issued by a court of the State of New York or, if under applicable law exclusive jurisdiction over such matter is vested or of a federal court sitting in the federal courts, any court of the United States located in the City State and County of New York (collectivelyYork, the “Specified Courts”)and appropriate injunctive relief may be applied for and granted in connection therewith, this entitlement being in addition to any other remedy to which such party is entitled at law or in equity. In addition, each of the parties hereto (i) consents to submit itself to the exclusive personal jurisdiction of the Specified Courts courts of the State of New York and of the federal courts sitting in the State and County of New York in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any action Action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Specified Courts courts of the State of New York and the federal courts sitting in the State and County of New York and (iv) consents to service being made through the notice procedures set forth in Section 10.18.2. Each of the CompanySellers’ Representative, Parent the Sellers, the Company and Merger Sub the Acquiror hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 10.1 8.2 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby.

Specific Performance; Jurisdiction. The parties Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the courts Court of Chancery of the State of New York Delaware or, if under applicable law Law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the City and County State of New York (collectively, the “Specified Courts”)Delaware, this entitlement being in addition to any other remedy to which such party Party is entitled at law or in equity. In addition, each of the parties Parties hereto (ia) consents to submit itself to the personal jurisdiction of the Specified Courts Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (iib) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iiic) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Specified Courts Court of Chancery of the State of Delaware or, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware and (ivd) consents to service being made through the notice procedures set forth in Section 10.17.5. Each of the CompanyStockholder, Parent Parent, Intermediate Sub and Merger Sub hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 10.1 7.5 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby.

Specific Performance; Jurisdiction. The parties Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the courts Court of Chancery of the State of New York Delaware or, if under applicable law exclusive jurisdiction over jurisdictionover such matter is vested in the federal courts, any court of the United States located in the City and County State of New York (collectively, the “Specified Courts”)Delaware, this entitlement being in addition to any other remedy to which such party Party is entitled at law or in equity. In addition, each of the parties Parties hereto (i) consents a)consents to submit itself to the personal jurisdiction of the Specified Courts Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (iib) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iiic) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Specified Courts Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located inthe State of Delaware and (ivd) consents to service being made through the notice procedures set forth in Section 10.17.5. Each of the Company, Shareholder and Parent and Merger Sub hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 10.1 7.5 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby.

Specific Performance; Jurisdiction. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the courts of the State of New York or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States of America located in the City and County State of New York (collectively, the “Specified Courts”)York, this entitlement being in addition to any other remedy to which such party is entitled at law or in equity. In addition, each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the Specified Courts in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any action relating Action with respect to this Agreement or any of the transactions contemplated by this Agreement hereby may be brought only in any court other than the Specified Courts and (iv) consents to service being made through courts of the notice procedures set forth State of New York or the courts of the United States of America located in Section 10.1the State of New York, in each case located in the Borough of Manhattan, City of New York, State of New York. Each of the Company, Parent parties hereto submits to the jurisdiction of the courts of the State of New York and Merger Sub the courts of the United States of America located in the State of New York over any Action with respect to this Agreement or the transactions contemplated hereby. Each of the parties hereto waives any objection that it may have to the venue of such Action in any such court or that such Action in such court was brought in an inconvenient court and agrees not to plead or claim the same. Each party hereto hereby agrees that that, to the fullest extent permitted by Law, service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 10.1 11.2 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. . This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

Specific Performance; Jurisdiction. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the courts of the State of New York or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States of America located in the City and County State of New York (collectively, the “Specified Courts”)York, this entitlement being in addition to any other remedy to which such party is entitled at law or in equity. In addition, each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the Specified Courts in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any action relating Action with respect to this Agreement or any of the transactions contemplated by this Agreement hereby may be brought only in any court other than the Specified Courts and (iv) consents to service being made through courts of the notice procedures set forth State of New York or the federal courts of the United States of America located in Section 10.1the State of New York, in each case located in the Borough of Manhattan, City of New York, State of New York. Each of the Company, Parent parties hereto submits to the exclusive jurisdiction of the courts of the State of New York and Merger Sub the federal courts of the United States of America located in the State of New York over any Action with respect to this Agreement or the transactions contemplated hereby. Each of the parties hereto waives any objection that it may have to the venue of such Action in any such court or that such Action in such court was brought in an inconvenient court and agrees not to plead or claim the same. Each party hereto hereby agrees that that, to the fullest extent permitted by Law, service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 10.1 SECTION 11.2 shall be effective service of process for any suit or proceeding Action in connection with this Agreement or the transactions contemplated hereby.

Specific Performance; Jurisdiction. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery or other courts of the State of New York or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the City and County of New York (collectively, the “Specified Courts”)Delaware, this entitlement being in addition to any other remedy to which such party is entitled at law or in equity. In addition, each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the Specified Courts Court of Chancery or other courts of the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Specified Courts Court of Chancery or other courts of the State of Delaware and (iv) to the fullest extent permitted by Law, consents to service being made through the notice procedures set forth in Section 10.19.3. Each of the Company, Parent and Merger Sub party hereto hereby agrees that that, to the fullest extent permitted by Law, service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 10.1 9.3 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby.

Specific Performance; Jurisdiction. The parties Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the courts Court of Chancery of the State of New York Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the City and County State of New York (collectively, the “Specified Courts”)Delaware, this entitlement being in addition to any other remedy to which such party Party is entitled at law or in equity. In addition, each of the parties Parties hereto (ia) consents to submit itself to the personal jurisdiction of the Specified Courts Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (iib) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iiic) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Specified Courts Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware and (ivd) consents to service being made through the notice procedures set forth in Section 10.17.5. Each of the Company, Parent Stockholder and Merger Sub the Company hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 10.1 7.5 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby.

Specific Performance; Jurisdiction. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the courts Superior Court of the State Commonwealth of New York or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the City and County of New York (collectively, the “Specified Courts”)Massachusetts for Middlesex County, this entitlement being in addition to any other remedy to which such party is entitled at law or in equity. In addition, each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the Specified Courts Superior Court of the Commonwealth of Massachusetts for Middlesex County in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Specified Courts Superior Court of the Commonwealth of Massachusetts for Middlesex County and (iv) to the fullest extent permitted by Law, consents to service being made through the notice procedures set forth in Section 10.19.3. Each of the Company, Parent and Merger Sub party hereto hereby agrees that that, to the fullest extent permitted by Law, service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 10.1 9.3 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby.

Specific Performance; Jurisdiction. The parties Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the courts Court of Chancery of the State of New York Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the City and County State of New York (collectively, the “Specified Courts”)Delaware, this entitlement being in addition to any other remedy to which such party Party is entitled at law or in equity. In addition, each of the parties Parties hereto (ia) consents to submit itself to the personal jurisdiction of the Specified Courts Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (iib) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iiic) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Specified Courts Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware and (ivd) consents to service being made through the notice procedures set forth in Section 10.17.4. Each of the CompanyStockholders, Parent and Merger Sub hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 10.1 7.4 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby.

Specific Performance; Jurisdiction. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the courts Court of Chancery of New Castle County in the State of New York or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the City and County of New York (collectively, the “Specified Courts”)Delaware, this entitlement being in addition to any other remedy to which such party is entitled at law Law or in equity. In addition, each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the Specified Courts Court of Chancery of New Castle County in the State of Delaware (and, with respect to suits and proceedings alleging claims in which the exclusive subject matter jurisdiction of such claims is federal, the federal district court for the District of Delaware) in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Specified Courts Court of Chancery of New Castle County in the State of Delaware (or, with respect to with respect to suits and proceedings alleging claims in which the exclusive subject matter jurisdiction of such claims is federal, the federal district court for the District of Delaware) and (iv) to the fullest extent permitted by Law, consents to service being made through the notice procedures set forth in Section 10.112.02. Each of the Company, Parent and Merger Sub party hereto hereby agrees that that, to the fullest extent permitted by Law, service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 10.1 12.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby.. 62

Specific Performance; Jurisdiction. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the courts Court of Chancery of the State of New York Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the City and County State of New York (collectively, the “Specified Courts”)Delaware, this entitlement being in addition to any other remedy to which such party is entitled at law or in equity. In addition, each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the Specified Courts Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Specified Courts Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware and (iv) consents to service being made through the notice procedures set forth in Section 10.19.2. Each of the Company, Parent and Merger Sub hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 10.1 9.2 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby.. SECTION 9.11

Specific Performance; Jurisdiction. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the courts Court of Chancery of the State of New York or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, Delaware or any court of the United States located in the City and County State of New York (collectively, the “Specified Courts”)Delaware, this entitlement being in addition to any other remedy to which such party is entitled at law or in equity. In addition, each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the Specified Courts Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Specified Courts Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware and (iv) consents to service being made through the notice procedures set forth in Section 10.110.03. Each of the Company, Parent AC Financial and Merger Sub Bond Street hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 10.1 10.03 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby.

Specific Performance; Jurisdiction. The parties hereby acknowledge and agree that irreparable damage would occur in the event that failure of any party to perform its agreements and covenants hereunder, including its failure to take all actions pursuant thereto as are necessary on its part to the consummation of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breachedMerger, will cause irreparable injury to the other parties. It Subject to Section 10.2(d), it is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the courts of the State of New York any Delaware state court or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the City and County State of New York (collectively, the “Specified Courts”)Delaware, this entitlement being in addition to any other remedy to which such party is entitled at law or in equity. In addition, each of the parties hereto (i) consents to submit itself to the personal jurisdiction of any Delaware state court or any court of the Specified Courts United States located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreementhereby, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than a Delaware state court or, if under applicable law exclusive jurisdiction over such matter is vested in the Specified Courts federal courts, any court of the United States located in the State of Delaware and (iv) consents to service being made through the notice procedures set forth in Section 10.111.1. Each of the Company, Parent and Merger Sub hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 10.1 11.1 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby.