Common use of Submission to Jurisdiction; Venue Clause in Contracts

Submission to Jurisdiction; Venue. Each party irrevocably and unconditionally consents, agrees and submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over any matter, any federal court within the State of Delaware) and any appropriate appellate courts therefrom (the “Chosen Courts”), for the purposes of any litigation, action, suit or other proceeding with respect to the subject matter hereof. Each party agrees to commence any litigation, action, suit or proceeding relating hereto only in the Chosen Courts, or if such litigation, action, suit or other proceeding may not be brought in such court for reasons of subject matter jurisdiction, in the other appellate courts therefrom. Each party irrevocably and unconditionally waives any objection to the laying of venue of any litigation, action, suit or proceeding with respect to the subject matter hereof in the Chosen Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each party further irrevocably and unconditionally consents to and grants any such court jurisdiction over the Person of such parties and, to the extent legally effective, over the subject matter of any such dispute and agrees that mailing of process or other documents in connection with any such action or proceeding in the manner provided in Section 10 hereof or in such other manner as may be permitted by applicable Law, shall be valid and sufficient service thereof. The parties agree that a final judgment in any such litigation, action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

Submission to Jurisdiction; Venue. Each Any action or proceeding against any party irrevocably hereto with respect to this Agreement, except for (a) any action, proceeding or other dispute with respect to any calculations made under Section 3.5 (which shall be resolved in the manner set forth in Section 3.5(c)), and unconditionally consents(b) any action, agrees and submits proceeding or dispute with respect to any adjustment to the exclusive jurisdiction Aggregate Merger Shares (which shall be resolved in accordance with Sections 3.3 and 9.3 of this Agreement and in accordance with Section 2.1 of the Holdback Escrow Agreement), shall be brought in the Court of Chancery of the State of Delaware or if (orbut only if) such court does not have subject matter jurisdiction over such action or proceedings, if in the Court of Chancery courts of the State state of Delaware declines to accept and, by execution and delivery of this Agreement, each party hereto hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction over any matter, any federal court within of the State of Delaware) and any appropriate appellate courts therefrom (the “Chosen Courts”), for the purposes of any litigation, action, suit or other proceeding with respect to the subject matter hereofaforesaid courts. Each party agrees hereto irrevocably consents to commence the service of process at any litigation, action, suit of the aforementioned courts in any such action or proceeding relating by the mailing of copies thereof by registered or certified mail, postage prepaid, to such party at its address set forth in Section 12.2, such service to become effective thirty days after such mailing. Nothing herein shall affect the right of any party hereto only to serve process on any other party hereto in the Chosen Courts, or if such litigation, action, suit or any other proceeding may not be brought in such court for reasons of subject matter jurisdiction, in the other appellate courts therefrommanner permitted by law. Each party hereto irrevocably and unconditionally waives any objection which it may now have or hereafter have to the laying of venue of any litigation, action, suit of the aforesaid actions or proceeding proceedings arising out of or in connection with respect to the subject matter hereof this Agreement brought in the Chosen Courts, courts referred to above and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that 66 any such action, suit action or proceeding brought in any such court has been brought in an inconvenient forum. Each party further irrevocably and unconditionally consents to and grants any such court jurisdiction over the Person of such parties and, to the extent legally effective, over the subject matter of any such dispute and agrees that mailing of process or other documents in connection with any such action or proceeding in the manner provided in Section 10 hereof or in such other manner as may be permitted by applicable Law, shall be valid and sufficient service thereof. The parties agree that a final judgment in any such litigation, action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

Submission to Jurisdiction; Venue. Each With respect to any suit, action or proceedings relating to this Agreement, the Notes or the Indenture (“Proceedings”), each party hereto irrevocably and unconditionally consents, agrees and (a) submits to the non-exclusive jurisdiction of the Court of Chancery courts of the State of Delaware (or, if New York and the United States District Court of Chancery of the State of Delaware declines to accept jurisdiction over any matter, any federal court within the State of Delaware) and any appropriate appellate courts therefrom (the “Chosen Courts”), for the purposes of any litigation, action, suit or other proceeding with respect to the subject matter hereof. Each party agrees to commence any litigation, action, suit or proceeding relating hereto only located in the Chosen CourtsBorough of Manhattan in New York City, or if such litigation, action, suit or other proceeding may not be brought in such court for reasons of subject matter jurisdiction, in the other appellate courts therefrom. Each party irrevocably and unconditionally (b) waives any objection which it may have at any time to the laying of venue of any litigation, action, suit or proceeding with respect to the subject matter hereof in the Chosen Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding Proceedings brought in any such court has court, waives any claim that such Proceedings have been brought in an inconvenient forum. Each party forum and further irrevocably and unconditionally consents waives the right to and grants any object with respect to such Proceedings that such court does not have any jurisdiction over the Person of such parties and, to the extent legally effective, over the subject matter of any such dispute party and (c) agrees that mailing of process or other documents in connection with any such action or proceeding in the manner provided in Section 10 hereof or in such other manner as may be permitted by applicable Law, shall be valid and sufficient service thereof. The parties agree that a final judgment in any such litigation, action, suit or proceeding Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Lawlaw. Nothing in this Agreement precludes the parties hereto from bringing Proceedings in any other jurisdiction nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction. The Asset Manager irrevocably consents to the service of any and all process in any Proceeding by the mailing or delivery of copies of such process to it at the office of the Asset Manager in New York at the address set forth in Section 14.3 of the Indenture. The Issuer hereby irrevocably designates and appoints the Issuer’s Notice Agent as the agent of the Issuer to receive on its behalf service of all process brought against it with respect to any such Proceeding in any such court, such service being hereby acknowledged by the Issuer to be effective and binding on it in every respect. If for any reason such agent shall cease to be available to act as such, then the Asset Manager or the Issuer, as applicable, shall promptly designate a new agent and shall provide the Issuer or the Asset Manager, as the case may be, with written notice thereof.

Submission to Jurisdiction; Venue. Each party irrevocably Any Legal Action or proceeding with respect to this Agreement or any transactions contemplated hereby shall be brought in the courts of the State of New York or of the United States sitting in the State of New York, and, by execution and unconditionally consentsdelivery of this Agreement, agrees each Party hereto hereby accepts for himself, herself, or itself and submits to in respect of his, her, or its property generally and unconditionally, the exclusive jurisdiction of the Court aforesaid courts. Each Party irrevocably consents to the service of Chancery process out of any of the State of Delaware (oraforementioned courts in any such action or proceeding by mailing copies thereof by registered or certified mail, if postage prepaid, to such Party at his, her, or its address as set forth herein. Nothing in this paragraph shall affect the Court of Chancery of the State of Delaware declines to accept jurisdiction over any matter, any federal court within the State of Delaware) and any appropriate appellate courts therefrom (the “Chosen Courts”), for the purposes right of any litigation, action, suit Party to serve process in any other manner permitted by law or other proceeding with respect to the subject matter hereofcommence legal proceedings. Each party agrees to commence any litigation, action, suit or proceeding relating hereto only in the Chosen Courts, or if such litigation, action, suit or other proceeding may not be brought in such court for reasons of subject matter jurisdiction, in the other appellate courts therefrom. Each party Party hereby irrevocably and unconditionally waives any objection objections which he, she or it may now or hereafter have to the laying of venue of any litigation, action, suit of the aforesaid actions or proceeding proceedings arising out of or in connection with respect to the subject matter hereof this Agreement brought in the Chosen Courts, courts referred to in this paragraph and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit action or proceeding brought in any such court has been brought in an inconvenient forum. Each party further irrevocably The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and unconditionally consents to and grants any such court jurisdiction over the Person of such parties andthat, to the extent legally effective, over the subject matter of any such dispute and agrees that mailing of process without posting a bond or other documents undertaking, the Parties shall be entitled to specific performance of the terms hereof, in connection with addition to any such action or proceeding in the manner provided in Section 10 hereof other remedy to which they are entitled at law or in such other manner as may be permitted by applicable Law, shall be valid and sufficient service thereof. The parties agree that a final judgment in any such litigation, action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Lawequity.

Submission to Jurisdiction; Venue. Each Any action or proceeding against any party irrevocably hereto with respect to this Agreement, except for (a) any action, proceeding or other dispute with respect to any calculations made under Section 3.5 (which shall be resolved in the manner set forth in Section 3.5(c)), and unconditionally consents(b) any action, agrees and submits proceeding or dispute with respect to any adjustment to the exclusive jurisdiction Aggregate Merger Shares (which shall be resolved in accordance with Sections 3.3 and 9.3 of this Agreement and in accordance with Section 2.1 of the Holdback Escrow Agreement), shall be brought in the Court of Chancery of the State of Delaware or if (orbut only if) such court does not have subject matter jurisdiction over such action or proceedings, if in the Court of Chancery courts of the State state of Delaware declines to accept and, by execution and delivery of this Agreement, each party hereto hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction over any matter, any federal court within of the State of Delaware) and any appropriate appellate courts therefrom (the “Chosen Courts”), for the purposes of any litigation, action, suit or other proceeding with respect to the subject matter hereofaforesaid courts. Each party agrees hereto irrevocably consents to commence the service of process at any litigation, action, suit of the aforementioned courts in any such action or proceeding relating by the mailing of copies thereof by registered or certified mail, postage prepaid, to such party at its address set forth in Section 12.2, such service to become effective thirty days after such mailing. Nothing herein shall affect the right of any party hereto only to serve process on any other party hereto in the Chosen Courts, or if such litigation, action, suit or any other proceeding may not be brought in such court for reasons of subject matter jurisdiction, in the other appellate courts therefrommanner permitted by law. Each party hereto irrevocably and unconditionally waives any objection which it may now have or hereafter have to the laying of venue of any litigation, action, suit of the aforesaid actions or proceeding proceedings arising out of or in connection with respect to the subject matter hereof this Agreement brought in the Chosen Courts, courts referred to above and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit action or proceeding brought in any such court has been brought in an inconvenient forum. Each party further irrevocably and unconditionally consents to and grants any such court jurisdiction over the Person of such parties and, to the extent legally effective, over the subject matter of any such dispute and agrees that mailing of process or other documents in connection with any such action or proceeding in the manner provided in Section 10 hereof or in such other manner as may be permitted by applicable Law, shall be valid and sufficient service thereof. The parties agree that a final judgment in any such litigation, action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

Submission to Jurisdiction; Venue. Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by the other party or its successors or assigns shall be brought and determined in any New York State or federal court sitting in the Borough of Manhattan in the city of New York (or, if such court lacks subject matter jurisdiction, in any appropriate New York State or federal court), and each of the parties hereby irrevocably and unconditionally consents, agrees and submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over any matter, any federal court within the State of Delaware) aforesaid courts for itself and any appropriate appellate courts therefrom (the “Chosen Courts”), for the purposes of any litigation, action, suit or other proceeding with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the subject matter hereoftransactions contemplated hereby. Each party of the parties agrees not to commence any litigation, action, suit or proceeding relating hereto only thereto except in the Chosen Courtscourts described above in New York, other than actions in any court of competent jurisdiction to enforce any judgment, decree or if such litigation, action, suit or other proceeding may not be brought in award rendered by any such court for reasons of subject matter jurisdiction, in the other appellate courts therefromNew York as described herein. Each party of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives any objection to the laying of venue of any litigationwaives, action, suit or proceeding with respect to the subject matter hereof in the Chosen Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in New York as described herein for any reason, (b) 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) that (i) the suit, action or proceeding in any such court that any such action, suit or proceeding brought in any such court has been is brought in an inconvenient forum. Each party further irrevocably and unconditionally consents to and grants any such court jurisdiction over , (ii) the Person venue of such parties andsuit, to the extent legally effectiveaction or proceeding is improper or (iii) this Agreement, over or the subject matter of any such dispute and agrees that mailing of process or other documents in connection with any such action or proceeding in the manner provided in Section 10 hereof or in such other manner as hereof, may be permitted by applicable Law, shall be valid and sufficient service thereof. The parties agree that a final judgment in any such litigation, action, suit or proceeding shall be conclusive and may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by applicable Lawsuch courts.