Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of PRISA, Liberty and Liberty Virginia irrevocably agree that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may be brought and determined in any tribunal sitting in the City of Madrid, Kingdom of Spain, and each of PRISA, Liberty and Liberty Virginia hereby (i) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (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 and (iii) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any tribunal other than a tribunal sitting in the City of Madrid, Kingdom of Spain. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 12.3. Each of PRISA, Liberty and Liberty Virginia 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, (i) the defense of sovereign immunity, (ii) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 12.10, (iii) 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 (iv) to the fullest extent permitted by applicable Law that (A) the suit, action or proceeding in any such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper and (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.
Appears in 2 contracts
Samples: Business Combination Agreement, Business Combination Agreement (Liberty Acquisition Holdings Corp.)
Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of PRISA, Liberty Terra and Liberty Virginia Lycos irrevocably agree that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may be brought and determined in any tribunal Delaware state court or Federal court sitting in the City State of Madrid, Kingdom New York or the State of SpainDelaware, and each of PRISA, Liberty Terra and Liberty Virginia Lycos hereby (ix) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (iiy) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iiiz) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any tribunal court other than a tribunal any Delaware state or Federal court sitting in the City State of Madrid, Kingdom New York or the State of SpainDelaware. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 12.310.11(b). Each of PRISA, Liberty Terra and Liberty Virginia Lycos 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, (ia) the defense of sovereign immunity, (iib) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 12.1010.11, (iiic) 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 (ivd) to the fullest extent permitted by applicable Law law that (Ai) the suit, action or proceeding in any such court is brought in an inconvenient forum, (Bii) the venue of such suit, action or proceeding is improper and (Ciii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Terra Networks Sa), Agreement and Plan of Reorganization (Lycos Inc)
Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of PRISA, Liberty PRISA and Liberty Virginia irrevocably agree that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may be brought and determined in any tribunal sitting in the City of Madrid, Kingdom of Spain, and each of PRISA, Liberty PRISA and Liberty Virginia hereby (i) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (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 and (iii) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any tribunal other than a tribunal sitting in the City of Madrid, Kingdom of Spain. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 12.3. Each of PRISA, Liberty PRISA and Liberty Virginia 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, (i) the defense of sovereign immunity, (ii) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 12.10, (iii) 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 (iv) to the fullest extent permitted by applicable Law that (A) the suit, action or proceeding in any such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper and (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.
Appears in 1 contract
Samples: Business Combination Agreement (Liberty Acquisition Holdings Corp.)
Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of PRISA, Liberty Parent and Liberty Virginia the Company irrevocably agree that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may be brought and determined in any tribunal Delaware state court or Federal court sitting in the City State of Madrid, Kingdom of SpainDelaware, and each of PRISA, Liberty Parent and Liberty Virginia hereby the Company thereby (ix) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts court in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (iiy) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iiiz) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any tribunal court other than a tribunal any Delaware state or Federal court sitting in the City State of Madrid, Kingdom of SpainDelaware. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 12.312.4. Each of PRISA, Liberty Parent and Liberty Virginia the Company 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, (ia) the defense of sovereign immunity, (iib) any claim that it is not personally subject to the jurisdiction of the above-named courts court for any reason other than the failure to serve process in accordance with this Section 12.10, (iii) 12.13 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 (ivc) to the fullest extent permitted by applicable Law that law the (Ai) the suit, action or proceeding in any such court is brought in an inconvenient forum, (Bii) the venue of such suit, action or proceeding is improper and (Ciii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.
Appears in 1 contract
Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of PRISAExcept as otherwise provided in this Agreement, Liberty and Liberty Virginia each Party irrevocably agree agrees that any legal action or proceeding Proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto Party or its successors or assigns may shall be brought and determined in any tribunal sitting exclusively in the City state and federal courts of Madrid, Kingdom the State of Spain, New York and each of PRISA, Liberty and Liberty Virginia the Parties hereby (ix) irrevocably submits with regard to any such action or proceeding Proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (iiy) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iiiz) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any tribunal court other than a tribunal sitting in the City of Madrid, Kingdom of Spainaforesaid courts. Any service of process to be made in such action or proceeding Proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 12.38.8. Each of PRISA, Liberty and Liberty Virginia the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding Proceeding with respect to this Agreement, (ia) the defense of sovereign immunity, (iib) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 12.108.11, (iiic) 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 (ivd) to the fullest extent permitted by applicable Law laws and regulations that (Ai) the suit, action or proceeding Proceeding in any such court is brought in an inconvenient forum, (Bii) the venue of such suit, action or proceeding Proceeding is improper and (Ciii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.
Appears in 1 contract
Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of PRISAExcept as provided in Section 2.13(h), Liberty and Liberty Virginia each party hereto irrevocably agree agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may shall be brought and determined in the Court of Chancery in the State of Delaware to the fullest extent permitted by Applicable Law and, to the extent not so permitted, in any tribunal court sitting in the City State of Madrid, Kingdom of SpainDelaware, and each of PRISA, Liberty and Liberty Virginia the parties hereto hereby (ix) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (iiy) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iiiz) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any tribunal court other than a tribunal sitting in the City of Madrid, Kingdom of Spainaforesaid courts. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 12.39.3. Each of PRISA, Liberty and Liberty Virginia the parties hereto 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, (ia) the defense of sovereign immunity, (iib) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 12.109.14, (iiic) 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 (ivd) to the fullest extent permitted by applicable Applicable Law that (Ai) the suit, action or proceeding in any such court is brought in an inconvenient forum, (Bii) the venue of such suit, action or proceeding is improper and (Ciii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. To the extent that a party to this Agreement is not otherwise subject to service of process in the State of Delaware, such party hereby appoints National Registered Agents, Inc., 100 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxx, Xxxxxxxx 00000, as such party’s agent in the State of Delaware for acceptance of legal process, and agrees that service made on such agent shall have the same legal effect as if served upon such party personally within the State of Delaware.
Appears in 1 contract
Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of PRISA, Liberty and Liberty Virginia party hereto irrevocably agree agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may shall be brought and determined in the Superior Court in the State of California to the fullest extent permitted by Applicable Law and, to the extent not so permitted, in any tribunal court sitting in the City State of Madrid, Kingdom of SpainCalifornia, and each of PRISA, Liberty and Liberty Virginia the parties hereto hereby (ix) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (iiy) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iiiz) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any tribunal court other than a tribunal sitting in the City of Madrid, Kingdom of Spainaforesaid courts. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 12.310.2. Each of PRISA, Liberty and Liberty Virginia the parties hereto 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, (ia) the defense of sovereign immunity, (iib) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 12.1010.13, (iiic) 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 (ivd) to the fullest extent permitted by applicable Applicable Law that (Ai) the suit, action or proceeding in any such court is brought in an inconvenient forum, (Bii) the venue of such suit, action or proceeding is improper and (Ciii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. To the extent that a party to this Agreement is not otherwise subject to service of process in the State of California, such party hereby appoints Corporation Service Company, 0000 Xxxxxxx xxxx xxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000, as such party's agent in the State of California for acceptance of legal process, and agrees that service made on such agent shall have the same legal effect as if served upon such party personally within the State of California.
Appears in 1 contract
Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of PRISA, Liberty the Parent and Liberty Virginia the Company irrevocably agree that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may be brought and determined in any tribunal Delaware state court or Federal court sitting in the City State of Madrid, Kingdom of SpainDelaware, and each of PRISA, Liberty the Parent and Liberty Virginia hereby the Company thereby (ix) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts court in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (iiy) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iiiz) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any tribunal court other than a tribunal any Delaware state or Federal court sitting in the City State of Madrid, Kingdom of SpainDelaware. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 12.38.5. Each of PRISA, Liberty the Parent and Liberty Virginia the Company 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, (ia) the defense of sovereign immunity, (iib) any claim that it is not personally subject to the jurisdiction of the above-named courts court for any reason other than the failure to serve process in accordance with this Section 12.10, (iii) 8.15 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 (ivd) to the fullest extent permitted by applicable Law that application law the (Ai) the suit, action or proceeding in any such court is brought in an inconvenient forum, (Bii) the venue of such suit, action or proceeding is improper and (Ciii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.
Appears in 1 contract
Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of PRISAExcept as otherwise provided in this Agreement, Liberty and Liberty Virginia each Party hereto irrevocably agree agrees that any legal action or proceeding Proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party Party hereto or its successors or assigns may shall be brought and determined in any tribunal sitting exclusively in the City state and federal courts of Madrid, Kingdom the State of Spain, Colorado and each of PRISA, Liberty and Liberty Virginia the Parties hereto hereby (ix) irrevocably submits with regard to any such action or proceeding Proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (iiy) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iiiz) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any tribunal court other than a tribunal sitting in the City of Madrid, Kingdom of Spainaforesaid courts. Any service of process to be made in such action or proceeding Proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 12.310.2. Each of PRISA, Liberty and Liberty Virginia the Parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding Proceeding with respect to this Agreement, (ia) the defense of sovereign immunity, (iib) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 12.1010.13, (iiic) 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 (ivd) to the fullest extent permitted by applicable Law Regulations that (Ai) the suit, action or proceeding Proceeding in any such court is brought in an inconvenient forum, (Bii) the venue of such suit, action or proceeding Proceeding is improper and (Ciii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Air Methods Corp)
Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of PRISA, Liberty and Liberty Virginia the parties irrevocably agree agrees that any legal action action, proceeding or proceeding claim with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or permitted assigns may shall be brought and determined exclusively in any tribunal state court or Federal court sitting in the City of MadridNew York, Kingdom of Spain, New York and each of PRISA, Liberty and Liberty Virginia the parties hereto hereby (i) irrevocably submits with regard to any such action action, proceeding or proceeding claim for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out or relates to of this Agreement or any transaction contemplated hereby, (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 and (iii) agrees that it will not bring any action arising out of or relating to this Agreement or any transaction contemplated hereby in any tribunal court other than a tribunal any state court or Federal court sitting in the City New York, New York. It is understood and agreed that any other court or arbiter in any other jurisdiction shall be entitled to enforce any judgment of Madridany state court or Federal court sitting in New York, Kingdom of SpainNew York. Any service of writs, process or summonses to be made served on any other party in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 12.310.1 or as otherwise permitted by applicable law. Each of PRISA, Liberty and Liberty Virginia hereby the parties hereto 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, (i) the defense of sovereign immunity, (ii) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 12.10, 10.12 or (iii) 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 (ivii) to the fullest extent permitted by applicable Law law that (A) the suit, action or proceeding in any such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper and or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Andina Acquisition Corp)
Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each Subject to Section 11.8(b), each of PRISA, Liberty and Liberty Virginia the parties hereto irrevocably agree agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or permitted assigns may shall be brought and determined exclusively in any tribunal state court or Federal court sitting in the City of MadridNew Castle County, Kingdom of Spain, Delaware and each of PRISA, Liberty and Liberty Virginia the parties hereto hereby (i) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out or relates to of this Agreement or any transaction contemplated hereby, (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 and (iii) agrees that it will not bring any action arising out of or relating to this Agreement or any transaction contemplated hereby in any tribunal court other than a tribunal any state court or Federal court sitting in New Castle County, Delaware. It is understood and agreed that any other court or arbiter in any other jurisdiction shall be entitled to enforce any Judgment of any state court or Federal court sitting in New Castle County, Delaware. Justice has appointed Corporation Service Company, 1180 Avenue of the City Americas, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000-0000 (“Process Agent”), as its authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of Madrid, Kingdom of Spainor relating to this Agreement. Any If for any reason Process Agent (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, Justice will promptly appoint a successor agent for this purpose reasonably acceptable to the Company. Any writs, process or summonses to be made served on any other party in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 12.311.2 or as otherwise permitted by Law. Each of PRISA, Liberty and Liberty Virginia hereby the parties hereto 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, (i) the defense of sovereign immunity, (ii) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 12.1011.8, (iii) 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 (iv) to the fullest extent permitted by applicable Law that (A) the suit, action or proceeding in any such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper and (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.
Appears in 1 contract
Samples: Business Combination Agreement and Plan of Merger (Burger King Holdings Inc)
Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each Subject to Section 12.16, each of PRISA, Liberty and Liberty Virginia the parties hereto irrevocably agree agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or permitted assigns may shall be brought and determined exclusively in any tribunal state court or Federal court sitting in the City of MadridNew Castle County, Kingdom of Spain, Delaware and each of PRISA, Liberty and Liberty Virginia the parties hereto hereby (i) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of or relates to this Agreement or any transaction contemplated hereby, (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 and (iii) agrees that it will not bring any action arising out of or relating to this Agreement or any transaction contemplated hereby in any tribunal court other than a tribunal any state court or Federal court sitting in the City New Castle County, Delaware. It is understood and agreed that any other court or arbiter in any other jurisdiction shall be entitled to enforce any Judgment of Madridany state court or Federal court sitting in New Castle County, Kingdom of SpainDelaware. Any service of writs, process or summonses to be made served on any other party in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 12.312.2 or as otherwise permitted by Law. Each of PRISA, Liberty and Liberty Virginia hereby the parties hereto 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, (i) the defense of sovereign immunity, (ii) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 12.1012.8, (iii) 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 (iv) to the fullest extent permitted by applicable Law that (A) the suit, action or proceeding in any such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper and (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.
Appears in 1 contract
Samples: Business Combination Agreement and Plan of Merger (Platform Specialty Products Corp)
Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of PRISA, Liberty Parent and Liberty Virginia the Stockholder irrevocably agree agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may shall be brought and determined only in any tribunal a United States District Court sitting in the City State of MadridDelaware, Kingdom or in the event (but only in the event) that no such court has subject matter jurisdiction over such action or proceeding, in the courts of Spain, the State of Delaware. Each of Parent and each of PRISA, Liberty and Liberty Virginia the Stockholder hereby (i) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event that any dispute arises out of this Agreement or any transaction contemplated hereby, (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 and (iii) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any tribunal other than a tribunal sitting in the City of Madrid, Kingdom of Spain. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 12.35.01. Each of PRISA, Liberty Parent and Liberty Virginia the Stockholder 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, (i) the defense of sovereign immunity, (ii) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 12.105.08, (iiiii) 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 (iviii) to the fullest extent permitted by applicable Law law that (A) the suit, action or proceeding in any such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper and (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.
Appears in 1 contract
Samples: Voting Agreement (Maxtor Corp)
Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of PRISA, Liberty Parent and Liberty Virginia the Stockholder irrevocably agree agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may shall be brought and determined only in any tribunal a United States District Court sitting in the City State of MadridDelaware, Kingdom or in the event (but only in the event) that no such court has subject matter jurisdiction over such action or proceeding, in the courts of Spain, the State of Delaware. Each of Parent and each of PRISA, Liberty and Liberty Virginia the Stockholder hereby (i) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event that any dispute arises out of this Agreement or any transaction contemplated hereby, (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 and (iii) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any tribunal other than a tribunal sitting in the City of Madrid, Kingdom of Spain. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 12.34.1. Each of PRISA, Liberty Parent and Liberty Virginia the Stockholder 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, (i) the defense of sovereign immunity, (ii) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 12.104.8, (iiiii) 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 (iviii) to the fullest extent permitted by applicable Law law that (A) the suit, action or proceeding in any such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper and (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.
Appears in 1 contract
Samples: Maxtor Corp
Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of PRISA, Liberty the Parent and Liberty Virginia the Company irrevocably agree that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may be brought and determined in any tribunal Delaware state court or Federal court sitting in the City State of Madrid, Kingdom of SpainDelaware, and each of PRISA, Liberty the Parent and Liberty Virginia hereby the Company thereby (ix) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts court in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (iiy) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iiiz) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any tribunal court other than a tribunal any Delaware state or Federal court sitting in the City State of Madrid, Kingdom of SpainDelaware. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 12.39.4. Each of PRISA, Liberty the Parent and Liberty Virginia the Company 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, (ia) the defense of sovereign immunity, (iib) any claim that it is not personally subject to the jurisdiction of the above-named courts court for any reason other than the failure to serve process in accordance with this Section 12.10, (iii) 9.14 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 (ivc) to the fullest extent permitted by applicable Law that application law the (Ai) the suit, action or proceeding in any such court is brought in an inconvenient forum, (Bii) the venue of such suit, action or proceeding is improper and (Ciii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Trega Biosciences Inc)
Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of PRISAParent, Liberty Merger Sub, the Company, Xxxxxx and Liberty Virginia Trustee irrevocably agree agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may shall be brought and determined in the Court of Chancery in the State of Delaware to the fullest extent permitted by applicable law and, to the extent not so permitted, in any tribunal court sitting in the City State of Madrid, Kingdom of SpainDelaware, and each of PRISAParent, Liberty Merger Sub, the Company, Xxxxxx and Liberty Virginia Trustee hereby (ix) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (iiy) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iiiz) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any tribunal court other than a tribunal sitting in the City of Madrid, Kingdom of Spainaforesaid courts. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 12.311.3. Each of PRISAParent, Liberty Merger Sub, the Company, Xxxxxx and Liberty Virginia Trustee 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, (ia) the defense of sovereign immunity, (iib) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 12.1011.10, (iiic) 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 (ivd) to the fullest extent permitted by applicable Law law that (Ai) the suit, action or proceeding in any such court is brought in an inconvenient forum, (Bii) the venue of such suit, action or proceeding is improper and (Ciii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.
Appears in 1 contract
Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of PRISAExcept as otherwise provided in this Agreement, Liberty and Liberty Virginia each Party irrevocably agree agrees that any legal action or proceeding Proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto Party or its successors or assigns may shall be brought exclusively in the state and determined in any tribunal sitting federal courts located in the City of MadridWilmington, Kingdom State of SpainDelaware, and each of PRISA, Liberty and Liberty Virginia the Parties hereby (ix) irrevocably submits with regard to any such action or proceeding Proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (iiy) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iiiz) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any tribunal court other than a tribunal sitting in the City of Madrid, Kingdom of Spainaforesaid courts. Any service of process to be made in such action or proceeding Proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 12.39.8. Each of PRISA, Liberty and Liberty Virginia the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding Proceeding with respect to this Agreement, (ia) the defense of sovereign immunity, (iib) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 12.109.11, (iiic) 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 (ivd) to the fullest extent permitted by applicable Law laws and regulations that (Ai) the suit, action or proceeding Proceeding in any such court is brought in an inconvenient forum, (Bii) the venue of such suit, action or proceeding Proceeding is improper and (Ciii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Grom Social Enterprises, Inc.)
Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of PRISA, Liberty and Liberty Virginia the Parties irrevocably agree agrees that any legal action or proceeding Action with respect to this Agreement or for recognition and enforcement of any judgment Judgment in respect hereof brought by another party hereto or its successors or permitted assigns may shall be brought and determined exclusively in any tribunal state court or Federal court sitting in the City of MadridNew Castle County, Kingdom of Spain, Delaware and each of PRISA, Liberty and Liberty Virginia the parties hereto hereby (i) irrevocably submits with regard to any such action or proceeding Action for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out or relates to of this Agreement or any transaction contemplated hereby, (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 and (iii) agrees that it will not bring any action arising out of or relating to this Agreement or any transaction contemplated hereby in any tribunal court other than a tribunal any state court or Federal court sitting in the City New Castle County, Delaware. It is understood and agreed that any other court or arbiter in any other jurisdiction shall be entitled to enforce any Judgment of Madridany state court or Federal court sitting in New Castle County, Kingdom of SpainDelaware. Any service of writs, process or summonses to be made served on any other party in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 12.310.2 or as otherwise permitted by Law. Each of PRISA, Liberty and Liberty Virginia hereby the parties hereto 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, (i) the defense of sovereign immunity, (ii) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 12.10, 10.8 or (iii) 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 (ivii) to the fullest extent permitted by applicable Law that (A) the suit, action or proceeding in any such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper and or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.
Appears in 1 contract
Samples: Business Combination Agreement and Plan of Merger (ROI Acquisition Corp.)
Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of PRISAParent, Liberty Merger Sub, the Company, Zxxxxx and Liberty Virginia Trustee irrevocably agree agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may shall be brought and determined in the Court of Chancery in the State of Delaware to the fullest extent permitted by applicable law and, to the extent not so permitted, in any tribunal court sitting in the City State of Madrid, Kingdom of SpainDelaware, and each of PRISAParent, Liberty Merger Sub, the Company, Zxxxxx and Liberty Virginia Trustee hereby (ix) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (iiy) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iiiz) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any tribunal court other than a tribunal sitting in the City of Madrid, Kingdom of Spainaforesaid courts. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 12.311.3. Each of PRISAParent, Liberty Merger Sub, the Company, Zxxxxx and Liberty Virginia Trustee 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, (ia) the defense of sovereign immunity, (iib) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 12.1011.10, (iiic) 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 (ivd) to the fullest extent permitted by applicable Law law that (Ai) the suit, action or proceeding in any such court is brought in an inconvenient forum, (Bii) the venue of such suit, action or proceeding is improper and (Ciii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.
Appears in 1 contract
Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of PRISA, Liberty and Liberty Virginia party hereto irrevocably agree agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may shall be brought and determined in the Court of Chancery in the State of Delaware to the fullest extent permitted by Applicable Law and, to the extent not so permitted, in any tribunal court sitting in the City State of Madrid, Kingdom of SpainDelaware, and each of PRISA, Liberty and Liberty Virginia the parties hereto hereby (ix) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (iiy) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iiiz) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any tribunal court other than a tribunal sitting in the City of Madrid, Kingdom of Spainaforesaid courts. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 12.310.2. Each of PRISA, Liberty and Liberty Virginia the parties hereto 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, (ia) the defense of sovereign immunity, (iib) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 12.1010.13, (iiic) 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 (ivd) to the fullest extent permitted by applicable Applicable Law that (Ai) the suit, action or proceeding in any such court is brought in an inconvenient forum, (Bii) the venue of such suit, action or proceeding is improper and (Ciii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. To the extent that a party to this Agreement is not otherwise subject to service of process in the State of Delaware, such party hereby appoints National Registered Agents, Inc., 9 Xxxx Xxxxxxxxxx Xxxxxx, Xxxxx 0X, Xxxxx, XX 00000, as such party’s agent in the State of Delaware for acceptance of legal process, and agrees that service made on such agent shall have the same legal effect as if served upon such party personally within the State of Delaware.
Appears in 1 contract
Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of PRISAExcept as otherwise provided in this Agreement, Liberty and Liberty Virginia each Party irrevocably agree agrees that any legal action or proceeding Proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto Party or its successors or assigns may shall be brought and determined in any tribunal sitting exclusively in the City state and federal courts of Madrid, Kingdom the State of Spain, Ohio and each of PRISA, Liberty and Liberty Virginia the Parties hereby (ix) irrevocably submits with regard to any such action or proceeding Proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (iiy) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iiiz) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any tribunal court other than a tribunal sitting in the City of Madrid, Kingdom of Spainaforesaid courts. Any service of process to be made in such action or proceeding Proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 12.38.8. Each of PRISA, Liberty and Liberty Virginia the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding Proceeding with respect to this Agreement, (ia) the defense of sovereign immunity, (iib) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 12.108.11, (iiic) 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 (ivd) to the fullest extent permitted by applicable Law laws and regulations that (Ai) the suit, action or proceeding Proceeding in any such court is brought in an inconvenient forum, (Bii) the venue of such suit, action or proceeding Proceeding is improper and (Ciii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.
Appears in 1 contract