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 Court of Chancery of the State of Delaware, this 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 Court of Chancery of the State of Delaware (and, with respect to 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 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 Court of Chancery of the State of Delaware (or, with respect to 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 13.02. Each party hereto hereby agrees 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 13.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby.

Appears in 4 contracts

Sources: Asset Purchase Agreement, Asset Purchase Agreement (CVS Corp), Asset Purchase Agreement (Albertsons Inc /De/)

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 exclusively in the The Chancery Court of Chancery the State of Delaware or any court of the United States located in the State of Delaware, this 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 irrevocably (i) consents to submit itself to the personal jurisdiction of the The Chancery Court of Chancery of the State of Delaware (and, with respect to claims or any court of the United States located in which the exclusive subject matter jurisdiction State of such claims is federal, the federal district court for the District of Delaware) 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 The Chancery Court of Chancery of the State of Delaware (or, with respect to claims or any court of the United States located in which the exclusive subject matter jurisdiction State of such claims is federal, the federal district court for the District of Delaware) Delaware and (iv) to the fullest extent permitted by Law, consents to service being made through the notice procedures set forth in Section 13.029.2. Each party hereto of the Company, Parent and Merger Sub hereby agrees that, to the fullest extent permitted by Law, that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 13.02 9.2 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby.

Appears in 2 contracts

Sources: Merger Agreement (Rouse Company), Merger Agreement (General Growth Properties Inc)

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 of the State of Delaware, this 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 Court of Chancery of the State of Delaware (and, with respect to 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 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 Court of Chancery of the State of Delaware (or, with respect to 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 13.029.3. Each party hereto hereby agrees 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 13.02 9.3 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby.

Appears in 2 contracts

Sources: Merger Agreement (Albertsons Inc /De/), Merger Agreement (Supervalu Inc)

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 of the State of Delaware or any court of the United States located in the State of Delaware, this 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 Court of Chancery of the State of Delaware (and, with respect to claims or any court of the United States located in which the exclusive subject matter jurisdiction State of such claims is federal, the federal district court for the District of Delaware) 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 Court of Chancery of the State of Delaware (or, with respect to claims or any court of the United States located in which the exclusive subject matter jurisdiction State of such claims is federal, the federal district court for the District of Delaware) Delaware and (iv) to the fullest extent permitted by Law, consents to service being made through the notice procedures set forth in Section 13.0210.3. Each party hereto of Sovereign, Merger Sub and ICBC hereby agrees that, to the fullest extent permitted by Law, that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 13.02 10.3 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby.

Appears in 2 contracts

Sources: Merger Agreement (Independence Community Bank Corp), Merger Agreement (Sovereign Bancorp Inc)

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 any court of the Court of Chancery of United States located in the State of DelawareDelaware or in any Delaware state court, this being in addition to any other remedy to which such party is entitled at law or in equity. In addition, solely for the purpose of the transactions contemplated by this Agreement, each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the Court of Chancery of any Federal court located in the State of Delaware (and, with respect to claims in which the exclusive subject matter jurisdiction of such claims is federal, the federal district or any Delaware state 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 Court of Chancery of a Federal or state court sitting in the State of Delaware (or, with respect to 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 50 44 notice procedures set forth in Section 13.029.2. Each party Solely for the purpose of the transactions contemplated by this Agreement, each of Parent and Purchaser hereto hereby agrees thatirrevocably designates and appoints The Corporation Trust Company at Corporation Trust Center, to the fullest extent permitted by Law1209 ▇▇▇▇▇▇ ▇▇▇▇▇▇, service of any process▇▇▇▇▇▇▇▇▇▇, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 13.02 shall be effective ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ its duly appointed agent for service of process in the State of Delaware, for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby.

Appears in 1 contract

Sources: Merger Agreement (Reh Mergersub Inc)

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 any court of the Court of Chancery of United States located in the State of DelawareDelaware or in any Delaware state court, this being in addition to any other remedy to which such party is entitled at law or in equity. In addition, solely for the purpose of the transactions contemplated by this Agreement, each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the Court of Chancery of any Federal court located in the State of Delaware (and, with respect to claims in which the exclusive subject matter jurisdiction of such claims is federal, the federal district or any Delaware state 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 Court of Chancery of a Federal or state court sitting in the State of Delaware (or, with respect to 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 13.029.2. Each party Solely for the purpose of the transactions contemplated by this Agreement, each of Parent and Purchaser hereto hereby agrees thatirrevocably designates and appoints The Corporation Trust Company at Corporation Trust Center, 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 13.02 shall be effective ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ as its duly appointed agent for service of process in the State of Delaware, for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby.

Appears in 1 contract

Sources: Merger Agreement (Reh Mergersub Inc)