Common use of Submission to Jurisdiction; Service Clause in Contracts

Submission to Jurisdiction; Service. Each of the parties hereto (a) irrevocably submits itself to the personal jurisdiction of any court of proper subject matter jurisdiction in the State of Delaware in the event any dispute arises out of this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in the Chancery Court of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), and (d) waives any right to trial by jury with respect to any suit, action or proceeding directly or indirectly related to or arising out of this Agreement. Each of the parties hereto further agrees that notice as provided herein shall constitute sufficient service of process and waives any argument that such service is insufficient. Each of the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action related to or arising out of this Agreement, that (x) the action in any such court is brought in an inconvenient forum, (y) the venue of such action is improper or (z) this Agreement or the subject matter hereof may not be enforced in or by such courts.

Submission to Jurisdiction; Service. Each of the parties hereto party to this Agreement (a) irrevocably and unconditionally submits itself to the personal jurisdiction of any court of proper subject matter jurisdiction in the State of Delaware in the event any dispute arises out of this AgreementChosen Courts (as defined below), (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that any legal action or proceeding with respect arising out of or relating to this Agreement and or the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations hereunder brought by any other party hereto or its successors or assigns Transactions shall be brought brought, tried and determined exclusively only in the Chancery Court of the State Chancery of Delaware and any state appellate court therefrom within the State of Delaware (or, only if the Court of Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) (the “Chosen Courts”), and (d) waives any right claim of improper venue or any claim that the Chosen Courts are an inconvenient forum, and (e) agrees that it will not bring any action arising out of or relating to trial this Agreement or the Transactions in any court other than the Chosen Courts. The parties to this Agreement agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.7 or in such other manner as may be permitted by jury applicable Law, shall be valid and sufficient service thereof. Notwithstanding the foregoing, each Seller Related Party and each of the other parties hereto (a) agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources or their respective Non-Party Affiliates in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Financing or the performance thereof or the transactions contemplated thereby, in any forum other than exclusively in the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof), (b) submits for itself and its property with respect to any suitsuch action to the exclusive jurisdiction of such courts, action or proceeding directly or indirectly related to or arising out of this Agreement. Each of the parties hereto further (c) agrees that service of process, summons, notice as or document by registered mail addressed to it at its address provided herein in Section 8.7 shall constitute sufficient be effective service of process against it for any such action brought in any such court, (d) waives and waives any argument that such service is insufficient. Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of, and agrees not the defense of an inconvenient forum to assertthe maintenance of, by way of motion or as a defense, counterclaim or otherwise, in any action related to or arising out of this Agreement, that (x) the such action in any such court is brought and (e) agrees that a final judgment in an inconvenient forum, (y) the venue of any such action is improper or (z) this Agreement or the subject matter hereof shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtslaw.

Submission to Jurisdiction; Service. Each of the parties hereto (a) irrevocably submits itself to the personal jurisdiction of any court of proper subject matter jurisdiction in the State of Delaware in the event any dispute arises out of this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations hereunder brought by any other party hereto or its successors or assigns assigns, shall be brought and determined exclusively in the Chancery Court of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), and (d) waives any right to trial by jury with respect to any suit, action or proceeding directly or indirectly related to or arising out of this Agreement. Each of the parties hereto further agrees that notice as provided herein shall constitute sufficient service of process and waives any argument that such service is insufficient. Each of the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action related to or arising out of this Agreement, that (x) the action in any such court is brought in an inconvenient forum, (y) the venue of such action is improper or (z) this Agreement or the subject matter hereof may not be enforced in or by such courts.

Submission to Jurisdiction; Service. Each of the parties hereto (a) Each party of this Agreement (i) irrevocably and unconditionally submits itself to the personal jurisdiction of any court the Court of proper subject matter jurisdiction in Chancery of the State of Delaware (or, only if such court declines to accept jurisdiction over a particular matter, then in the event United States District Court for the District of Delaware, or if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any dispute arises out Delaware state court sitting in New Castle County) and any appellate court from any of this Agreementsuch courts (the “Chosen Courts”), (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such courtChosen Court, (ciii) agrees that any legal action Legal Actions arising in connection with or proceeding with respect relating to this Agreement and or the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations hereunder brought by any other party hereto or its successors or assigns Transactions shall be brought brought, tried and determined exclusively only in the Chancery Court of the State of Delaware and any state appellate court therefrom within the State of Delaware Chosen Courts, (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), and (div) waives any right claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to trial by jury with respect to this Agreement or the Transactions in any suit, action or proceeding directly or indirectly related to or arising out of this Agreementcourt other than the Chosen Courts. Each of the parties hereto further agrees that notice as provided herein shall constitute sufficient service of process and waives any argument that such service is insufficient. Each of the parties hereto party to this Agreement hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action related to or Legal Action arising out of or relating to this AgreementAgreement or the Transactions: (A) any claim that such party is not personally subject to the jurisdiction of the Chosen Courts as described herein for any reason; (B) that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (C) that (x) the action Legal Action in any such court is brought in an inconvenient forum, (y) the venue of such action Legal Action is improper or (z) this Agreement Agreement, or the subject matter hereof hereof, may not be enforced in or by such courtsChosen Courts. (b) Notwithstanding Section 8.4 or Section 8.5(a), each party to this Agreement acknowledges and irrevocably agrees (i) that any Legal Action, whether at Law or in equity, whether in Contract or in tort or otherwise, against any of the Lender Related Parties arising out of or relating to this Agreement or the Debt Commitment Letter or the performance thereunder shall be subject to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan in the City and State of New York (whether a state or Federal court), and any appellate court from any thereof, (ii) that any Legal Action, whether at Law or in equity, whether in Contract or in tort or otherwise, against any of the Lender Related Parties shall be governed by, and construed in accordance with, the laws of the State of New York, (iii) not to bring or permit any of their Affiliates to bring or support anyone else in bringing any such Legal Action in any other court, (iv) that the provisions of Section 8.6 shall apply to any such Legal Action and (v) that the Lender Related Parties are express third-party beneficiaries of this Section 8.5(b).

Submission to Jurisdiction; Service. Each of the parties hereto (a) irrevocably submits himself, herself or itself to the personal jurisdiction of the Delaware Court of Chancery and any state appellate court of proper subject matter jurisdiction in therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) in the event any dispute arises out of this Agreement, (b) agrees that he, she or it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that he, she or it will not bring any legal action or proceeding with respect relating to this Agreement and the rights and obligations arising hereunderin any court other than such court, other than actions in any court of competent jurisdiction to enforce any judgment, decree or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations hereunder brought award rendered by any other party hereto or its successors or assigns shall be brought and determined exclusively in the Chancery Court of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware)such court, and (d) waives any right to trial by jury with respect to any suit, action or proceeding directly or indirectly related to or arising out of this Agreement. Each of the parties hereto further agrees that notice as provided herein shall constitute sufficient service of process and waives any argument that such service is insufficient. Each of the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action related to or arising out of this Agreement, that (x) the action in any such court is brought in an inconvenient forum, (y) the venue of such action is improper or (z) this Agreement or the subject matter hereof may not be enforced in or by such courts.

Submission to Jurisdiction; Service. Each of the parties hereto (a) irrevocably submits itself to the personal jurisdiction of the Delaware Court of Chancery and any state appellate court of proper subject matter jurisdiction in therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) in the event any dispute arises out of this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it will not bring any legal action or proceeding with respect relating to this Agreement and the rights and obligations arising hereunderin any court other than such court, other than actions in any court of competent jurisdiction to enforce any judgment, decree or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations hereunder brought award rendered by any other party hereto or its successors or assigns shall be brought and determined exclusively in the Chancery Court of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware)such court, and (d) waives any right to trial by jury with respect to any suit, action or proceeding directly or indirectly related to or arising out of this Agreement. Each of the parties hereto further agrees that notice as provided herein shall constitute sufficient service of process and waives any argument that such service is insufficient. Each of the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action related to or arising out of this Agreement, that (x) the action in any such court is brought in an inconvenient forum, (y) the venue of such action is improper or (z) this Agreement or the subject matter hereof may not be enforced in or by such courts.

Submission to Jurisdiction; Service. Each of the parties hereto (a) irrevocably submits itself to the personal jurisdiction of any court of proper subject matter jurisdiction in the State of Delaware in the event any dispute arises out of this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that any legal action or proceeding with respect to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the rights and obligations arising hereunder, or for recognition and enforcement exclusive jurisdiction of any judgment in respect of this Agreement and the rights and obligations hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in the Chancery Court of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Chancery Court of the State of Delaware such court declines to accept jurisdiction over a particular matter, any state or federal court within located in the State of DelawareDelaware or other Delaware state court), and (d) waives in any right to trial by jury with respect to any suit, action or proceeding directly or indirectly related to or arising out of or relating to this AgreementAgreement or the documents delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the parties to this Agreement hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in such Delaware State court or Federal court, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such Delaware State or Federal court and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such Delaware State or Federal court. Each of the parties hereto further to this Agreement agrees that notice as a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided herein shall constitute sufficient by Law. Each party to this Agreement irrevocably consents to service of process and waives in the manner provided for notices in Section 5.6. Nothing in this Agreement will affect the right of any argument that such service is insufficient. Each of the parties hereto hereby irrevocably and unconditionally waives, and agrees not party to assert, by way of motion or as a defense, counterclaim or otherwise, this Agreement to serve process in any action related to or arising out of this Agreement, that (x) the action in any such court is brought in an inconvenient forum, (y) the venue of such action is improper or (z) this Agreement or the subject matter hereof may not be enforced in or other manner permitted by such courtsLaw.

Submission to Jurisdiction; Service. Each of the parties hereto (a) irrevocably submits itself to the personal jurisdiction of any court of proper subject matter jurisdiction in the State of Delaware in the event any dispute arises out of this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that any legal action or proceeding with respect to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the rights and obligations arising hereunder, or for recognition and enforcement exclusive jurisdiction of any judgment in respect of this Agreement and the rights and obligations hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in the Chancery Court of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Chancery Court of the State of Delaware such court declines to accept jurisdiction over a particular matter, any state or federal court within located in the State of DelawareDelaware or other Delaware state court), and (d) waives in any right to trial by jury with respect to any suit, action or proceeding directly or indirectly related to or arising out of or relating to this AgreementAgreement or the documents delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the parties to this Agreement hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in such Delaware State court or Federal court, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such Delaware State or Federal court and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such Delaware State or Federal court. Each of the parties hereto further to this Agreement agrees that notice as a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided herein shall constitute sufficient by Xxx. Each party to this Agreement irrevocably consents to service of process and waives in the manner provided for notices in Section 5.6. Nothing in this Agreement will affect the right of any argument that such service is insufficient. Each of the parties hereto hereby irrevocably and unconditionally waives, and agrees not party to assert, by way of motion or as a defense, counterclaim or otherwise, this Agreement to serve process in any action related to or arising out of this Agreement, that (x) the action in any such court is brought in an inconvenient forum, (y) the venue of such action is improper or (z) this Agreement or the subject matter hereof may not be enforced in or other manner permitted by such courtsLaw.