Submission to Venue, Jurisdiction and Service of Process Sample Clauses

Submission to Venue, Jurisdiction and Service of Process. The parties agree that the sole proper venue for the determination of any litigation commenced by Secured Party against Debtors or by Debtors against Secured Party on any basis shall be in a court of competent jurisdiction which is located in Jefferson County, Kentucky, and the parties hereby expressly declare that any other venue shall be improper and Debtors expressly waive any right to a determination of any such litigation against Secured Party by a court in any other venue. Debtors further acknowledge that by virtue of their execution hereof, itare transacting business within the Commonwealth of Kentucky and submit to the personal and subject matter jurisdiction of the courts of the Commonwealth of Kentucky, and specifically, the Jefferson County, Kentucky Circuit Court, and the United States District Court for the Western District of Kentucky, at Louisville, and agrees that service of process by any judicial officer or by registered or certified United States mail or via the Kentucky Secretary of State as statutory agent for Debtors shall establish personal jurisdiction over Debtors, who waive any rights under the laws of any state to object to jurisdiction within the Commonwealth of Kentucky or service of process as set forth above. Provided, however, nothing contained in this Section shall prevent Secured Party from bringing any action or exercising any rights against any security or against Debtors within any other state or other venue where proper jurisdiction exists. Initiating such proceedings or taking such action in any other state or venue shall in no event constitute a waiver of the agreement contained herein that the laws of the Commonwealth of Kentucky shall govern the rights and obligations of the parties hereunder or of the submission herein made by Debtors to personal jurisdiction within the Commonwealth of Kentucky. The aforesaid means of obtaining personal jurisdiction and perfecting service of process on Debtors are not intended to be exclusive, but are cumulative and in addition to all other means of obtaining personal jurisdiction and perfecting service of process now or hereafter provided by the laws of the Commonwealth of Kentucky or by any other state in an action brought by Secured Party in such state.
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Related to Submission to Venue, Jurisdiction and Service of Process

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.

  • Counterparts This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

  • Headings The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • RECITALS The above recitals are true and correct and are incorporated herein, in their entirety, by this reference.

  • NOW, THEREFORE the parties hereto agree as follows:

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