Submission to Jurisdiction; Waiver. The parties irrevocably and unconditionally submit to the jurisdiction of the United States District Court for the Southern District of New York and New York state courts located in New York City and waive any objection to transferring any action, suit or proceeding arising out of this Agreement to such court. Each of Seller and Buyer hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named court for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable law, that (i) the suit, Action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, Action or proceeding is improper, and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Targeted Genetics Corp /Wa/), Asset Purchase Agreement (Targeted Genetics Corp /Wa/)
Submission to Jurisdiction; Waiver. The parties irrevocably and unconditionally submit Except with respect to Third Party Claims, in the jurisdiction event any action shall be brought to enforce or interpret the terms of this Agreement, the United States Parties agree that such action will be brought in the U.S. District Court for the Southern District of New York and New York state courts located in New York City and waive any objection to transferring any action, suit or proceeding arising out of this Agreement to such courtYork. Each of Seller MonoSol and the Buyer hereby irrevocably submits with regard to any action or proceeding for itself and in respect to its property, generally and unconditionally, to the nonexclusive jurisdiction of the aforesaid courts. Each of MonoSol and the Buyer hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named court courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such court courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable law, that (i) the suit, Action action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, Action action or proceeding is improper, and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.
Appears in 1 contract
Samples: Supply Agreement (MonoSol Rx, Inc.)
Submission to Jurisdiction; Waiver. The parties irrevocably and unconditionally submit Except as otherwise provided in Section 9.5, in the event any action shall be brought to enforce or interpret the jurisdiction terms of this Agreement, the United States Parties agree that such action will be brought in the U.S. District Court for the Southern District of New York and New York state courts located in New York City and waive any objection to transferring any action, suit or proceeding arising out of this Agreement to such courtYork. Each of Seller the Sellers and the Buyer hereby irrevocably submits with regard to any action or proceeding for itself and in respect to its property, generally and unconditionally, to the nonexclusive jurisdiction of the aforesaid courts. Each of Sellers and the Buyer hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named court courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such court courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable law, that (i) the suit, Action action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, Action action or proceeding is improper, and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.
Appears in 1 contract
Samples: Product Purchase Agreement (Adams Respiratory Therapeutics, Inc.)
Submission to Jurisdiction; Waiver. The parties Each party irrevocably and unconditionally submit to the jurisdiction of the United States District Court for the Southern District of New York and New York state courts located in New York City and waive agrees that any objection to transferring any action, suit legal action or proceeding arising out of or relating to this Agreement or for recognition and enforcement of any judgment in respect hereof or thereof brought by another party hereto or its successors or assigns may be brought and determined in the courts of the Commonwealth of Massachusetts, in Boston, Massachusetts (or, if appropriate, a federal court located within Boston, Massachusetts), and each party hereby irrevocably submits with regard to such courtany action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts. Each of Seller and Buyer party hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named court courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such court courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable law, that (i) the suit, Action action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, Action action or proceeding is improper, improper and (iii) this Agreement, or the subject matter hereofhereof or thereof, may not be enforced in or by such courts.
Appears in 1 contract
Submission to Jurisdiction; Waiver. The parties irrevocably and unconditionally submit to the jurisdiction of the United States District Massachusetts Superior Court for the Southern District of New York and New York state courts located in New York City Suffolk County and waive any objection to transferring any action, suit or proceeding arising out of this Agreement to such courtthe Business Litigation Session of the Massachusetts Superior Court. Each of Seller EXACT and Buyer Genzyme hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named court courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such court courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable law, that (i) the suit, Action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, Action or proceeding is improper, and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.
Appears in 1 contract
Samples: Collaboration, License and Purchase Agreement (Exact Sciences Corp)
Submission to Jurisdiction; Waiver. The Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement or for the recognition and unconditionally submit enforcement of any judgment in respect hereof brought by the other party hereto or its, his or her executors, heirs, legal representatives, successors or permitted assigns may be brought and determined in any federal or state court located in New York, New York, and each of the parties hereby irrevocably submits with regard to any action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the United States District Court for the Southern District of New York and New York state courts located in New York City and waive any objection to transferring any action, suit or proceeding arising out of this Agreement to such courtaforesaid courts. Each of Seller and Buyer the parties hereby irrevocably waives, waives and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action action or proceeding with respect to this Agreement, Agreement (a) any claim that it is not personally subject to the jurisdiction of the above-named court courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such court courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable law, that (i) the suitsuite, Action action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, Action action or proceeding is improper, improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.
Appears in 1 contract
Submission to Jurisdiction; Waiver. The parties irrevocably and unconditionally submit Except as otherwise provided in Section 6.6.6, in the event any action shall be brought to enforce or interpret the jurisdiction terms of this Agreement, the United States Parties agree that such action will be brought in the U.S. District Court for the Southern District of New York and New York state courts located in New York City and waive any objection to transferring any action, suit or proceeding arising out of this Agreement to such courtYork. Each of Seller UCB and the Buyer hereby irrevocably submits with regard to any action or proceeding for itself and in respect to its property, generally and unconditionally, to the nonexclusive jurisdiction of the aforesaid courts. Each of UCB and the Buyer hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named court courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such court courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable law, that (i) the suit, Action action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, Action action or proceeding is improper, and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.
Appears in 1 contract
Samples: Product Purchase Agreement (Adams Respiratory Therapeutics, Inc.)