Common use of Submission to Jurisdiction; Consent to Service of Process; Waiver of Jury Trial Clause in Contracts

Submission to Jurisdiction; Consent to Service of Process; Waiver of Jury Trial. (a) The parties hereby irrevocably submit to the exclusive jurisdiction of the State of Delaware over all claims, disputes or causes of action (whether in contract or tort or otherwise, or whether at law or in equity, or otherwise under any legal or equitable theory) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any Action, whether in contract or tort or otherwise, or whether at law or in equity, or otherwise under any legal or equitable theory, based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) and each party hereby irrevocably agrees that all Actions in respect of any such Action related thereto (whether in contract or tort or otherwise, or whether at law or in equity, or otherwise under any legal or equitable theory,) shall be heard and determined in the state and federal courts in the State of Delaware. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection that they may now or hereafter have to the laying of venue of any such Action brought in such court or any defense of inconvenient forum for the maintenance of any such Action. Each of the parties agrees that a final judgment in any such Action shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by applicable Law. (b) Each of the parties hereby consents to process being served by any party to this Agreement in any Action by the delivery of a copy thereof in accordance with the provisions of Section 13.6. The consents to jurisdiction and service of process set forth in Section 13.2(a) and this Section 13.2(b) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in Section 13.2(a) and this Section 13.2(b) and shall not be deemed to confer rights on any Person other than the parties hereto. (c) EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS WHETHER ARISING IN CONTRACT, IN TORT OR ANY OTHER LEGAL OR EQUITABLE THEORY. EACH PARTY (i) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.2(c), AND (iii) MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Submission to Jurisdiction; Consent to Service of Process; Waiver of Jury Trial. (a) The Each of the parties hereby hereto agrees that any legal action or proceeding with respect to this Agreement may be brought in the Chancery Court of the State of Delaware or any federal court sitting in the State of Delaware and, by execution and delivery of this Agreement, each party hereto irrevocably submit submits itself in respect of its property, generally and unconditionally to the exclusive jurisdiction of the State of Delaware over all claims, disputes or causes of action (whether aforesaid courts in contract or tort or otherwise, or whether at law or in equity, or otherwise under any legal action or equitable theory) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any Action, whether in contract or tort or otherwise, or whether at law or in equity, or otherwise under any legal or equitable theory, based upon, proceedings arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement brought in the courts referred to enter into this Agreement) and each in the proceeding sentence. Each party hereby irrevocably consents to process being served in any such action or proceeding by the mailing of a copy thereof to the address set forth in Section 11.5 hereof and agrees that all Actions such service upon receipt shall constitute good and sufficient service of process or notice thereof. Nothing in respect of this Section 11.2 shall affect or eliminate any such Action related thereto right to serve process in any other matter permitted by law. (whether in contract or tort or otherwise, or whether at law or in equity, or otherwise under any legal or equitable theory,b) shall be heard The Company and determined in the state and federal courts in the State of Delaware. The parties Parent each hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection that they may now right to trial by jury of any claim, demand, action or hereafter have cause of action (i) arising under this Agreement or (ii) in any way connected with or related or incidental to the laying of venue of any such Action brought in such court or any defense of inconvenient forum for the maintenance of any such Action. Each dealings of the parties agrees in respect of this Agreement or any of the transactions related hereto, in each case, whether now existing or hereafter arising, and whether in tort, contract, equity or otherwise. The Company and Parent each hereby agree and consent that a final judgment in any such Action claim, demand, action or cause of action shall be conclusive decided by court trial without a jury and that any party may be enforced in file an original counterpart of a copy of this Agreement with any other jurisdiction by suit on court as written evidence of the judgment or in any other manner provided by applicable Law. (b) Each consent of the parties hereby consents to process being served the waiver of their right to trial by any party to this Agreement in any Action by the delivery of a copy thereof in accordance with the provisions of Section 13.6. The consents to jurisdiction and service of process set forth in Section 13.2(a) and this Section 13.2(b) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in Section 13.2(a) and this Section 13.2(b) and shall not be deemed to confer rights on any Person other than the parties heretojury. (c) EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS WHETHER ARISING IN CONTRACT, IN TORT OR ANY OTHER LEGAL OR EQUITABLE THEORY. EACH PARTY (i) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.2(c), AND (iii) MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Submission to Jurisdiction; Consent to Service of Process; Waiver of Jury Trial. (a) The parties hereby irrevocably submit to the exclusive jurisdiction of the federal and state courts in the State of Delaware New York over all claims, disputes or causes of action (whether in contract or tort or otherwise, or whether at law or in equity, or otherwise under any legal or equitable theory) that may be based upon, arise out of or relate to this Agreement or any Related Document or the negotiation, execution or performance of this Agreement or any Related Document (including any Actionclaim or cause of action, whether in contract or tort or otherwise, or whether at law or in equity, or otherwise under any legal or equitable theory, based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement Agreement, any Related Document or as an inducement to enter into this Agreement) and each party hereby irrevocably agrees that all Actions suits, claims, actions and proceedings in respect of any such Action claim, dispute or cause of action, or any suit, action or proceeding related thereto (whether in contract or tort or otherwise, or whether at law or in equity, or otherwise under any legal or equitable theory,except pursuant to Section 2.5(c) above) shall be heard exclusively and determined in the state and federal courts in the State of Delawaresuch courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection that they may now or hereafter have to the laying of venue of any such Action suit, action or proceeding brought in such court or any defense of inconvenient forum for the maintenance of any such Actionsuit, action or proceeding. Each of the parties agrees that a final judgment in any such Action suit, action or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by applicable Law. (b) Each of the parties hereby consents to process being served by any party to this Agreement in any Action suit, action or proceeding by the delivery of a copy thereof in accordance with the provisions of Section 13.6. The consents to jurisdiction and service of process set forth in Section 13.2(a) and this Section 13.2(b) shall not constitute general consents to service of process in the State of Delaware New York and shall have no effect for any purpose except as provided in Section 13.2(a) and this Section 13.2(b) and shall not be deemed to confer rights on any Person other than the parties hereto. (c) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS WHETHER ARISING IN CONTRACT, CONTRACT OR IN TORT OR ANY OTHER LEGAL OR EQUITABLE THEORYOTHERWISE. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.2(c), AND (iii) MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.