Common use of Venue and Waiver of Jury Trial Clause in Contracts

Venue and Waiver of Jury Trial. (i)Except as to any dispute, controversy, matters, or claim arising out of or in relation to or in connection with the calculation or determination of the Adjusted Purchase Price pursuant to Section 2.4, Section 2.5, Section 2.7, or Section 2.8 (which shall be resolved exclusively in accordance with Section 2.6(b)), or the scope, interpretation, and effect of this Article 13 or the existence, cure, or amount of any Title Benefits, Title Benefit Amounts, Defects, or Defect Amounts (which shall be resolved exclusively in accordance with Section 3.2(i)), any dispute, controversy, matter or claim between the Parties (each, subject to such exceptions, a “Dispute”), that cannot be resolved among the Parties, will be instituted exclusively in the courts of the State of Texas, County of Harris, City of Houston, or, if it has or can acquire jurisdiction, in the United States District Court for the Southern District of Texas in Houston, Texas, and each Party hereby irrevocably consents to the exclusive jurisdiction in connection with any Dispute, litigation or proceeding arising out of this Agreement or any of the transactions contemplated thereby. All Disputes between the Parties to this Agreement and the transactions contemplated hereby shall have exclusive jurisdiction and venue only in the courts of the State of Texas, County of Harris, City of Houston, or, if it has or can acquire jurisdiction, in the United States District Court for the Southern District of Texas in Houston, Texas. Each Party waives any objection which it may have pertaining to improper venue or forum non-conveniens to the conduct of any litigation or proceeding in the foregoing courts. Each Party agrees that any and all process directed to it in any such proceeding or litigation may be served upon it outside of the State of Texas, County of Harris, City of Houston or the United States District Court for the Southern District of Texas in Houston, Texas with the same force and effect as if such service had been made within the State of Texas, County of Harris, City of Houston or the United States District Court for the Southern District of Texas in Houston, Texas. Notwithstanding anything herein to the contrary, (i) each Party hereto acknowledges and irrevocably agrees that any proceeding, whether in contract or tort, at law or in equity or otherwise, to which any Financing Related Party is a party that arises out of, or relates to, the transactions contemplated hereby and the other documents executed in connection herewith, the transactions contemplated by the Commitment Letter or the performance of services thereunder or related thereto shall be governed by, and construed in accordance with, the laws of the State of New York without regard to the conflicts of law rules of such State that would result in the application of the laws of any other state and (ii) each of the Parties agrees (A) that any claim, cross-claim, suit, action or proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, involving any of the Financing Related Parties arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, the transactions contemplated by the Commitment Letter or the performance of services thereunder or related thereto shall be subject to the exclusive jurisdiction of a state or federal court sitting in the borough of Manhattan within the city of New York and the appellate courts thereof, (B) not to bring or permit any of their affiliates to bring or support anyone else in bringing any such claim, suit, action or proceeding in any other courts, other than a state or federal court sitting in the borough of Manhattan within the city of New York, (C) to waive and hereby waive, to the fullest extent permitted by law, any objection which any of them may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action in any such court, (D) that any such claim, controversy or dispute shall be governed by, and construed in accordance with, the laws of the State of New York, and (E) that a final judgment in any such claim, controversy or dispute shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable legal requirements.

Venue and Waiver of Jury Trial. (i)Except a) Except as to any dispute, controversy, matters, matter or claim arising out of or in relation to or in connection with (i) the calculation or determination of the Adjusted Purchase Price pursuant to Section 2.4, Section 2.5, Section 2.7, 2.5 or Section 2.8 (which shall be resolved exclusively in accordance with Section 2.6(b2.7(b)), ) or (ii) the determination of the scope, interpretation, interpretation and effect of this Article 13 3, or the existence, cure, cure or amount of any Title Benefits, Title Benefit Amounts, DefectsDefects or Defect Amounts, or any other Disputed Defect Amounts Matters (which shall be resolved exclusively in accordance with Section 3.2(i)), any dispute, controversy, matter or claim between the Parties (each, subject to such exceptions, a “Dispute”), that cannot be resolved among between the Parties, will be instituted exclusively in the courts of the State of TexasTexas in and for Xxxxxx County, County of Harris, City of Houston, or, if it has Texas or can acquire jurisdiction, in the United States District Court for the Southern District of Texas located in Houston, Texas, and each Party hereby irrevocably consents to the exclusive jurisdiction in connection with any Dispute, litigation Dispute or proceeding Action arising out of this Agreement or any of the transactions contemplated thereby. All Disputes between the Parties to this Agreement and the transactions contemplated hereby shall have exclusive jurisdiction and venue only in the courts of the State of TexasTexas in and for Xxxxxx County, County of Harris, City of Houston, or, if it has Texas or can acquire jurisdiction, in the United States District Court for the Southern District of Texas located in Houston, Texas. Each Party waives any objection which it may have pertaining to improper venue or forum non-conveniens to the conduct of any litigation or proceeding Action in the foregoing courts. Each Party agrees that any and all process directed to it in any such proceeding or litigation Action may be served upon it outside of the State of Texas, Texas in and for Xxxxxx County of Harris, City of Houston or the United States District Court for or the Southern Texas State District of Texas Court located in Houston, Texas with the same force and effect as if such service had been made within the State of Texas, Texas in and for Xxxxxx County of Harris, City of Houston or the United States District Court for or the Southern Texas State District of Texas Court located in Houston, Texas. Notwithstanding anything herein to the contrary, (i) each Party hereto acknowledges and irrevocably agrees that any proceeding, whether in contract or tort, at law or in equity or otherwise, to which any Financing Related Party is a party that arises out of, or relates to, the transactions contemplated hereby and the other documents executed in connection herewith, the transactions contemplated by the Commitment Letter or the performance of services thereunder or related thereto shall be governed by, and construed in accordance with, the laws of the State of New York without regard to the conflicts of law rules of such State that would result in the application of the laws of any other state and (ii) each of the Parties agrees (A) that any claim, cross-claim, suit, action or proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, involving any of the Financing Related Parties arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, the transactions contemplated by the Commitment Letter or the performance of services thereunder or related thereto shall be subject to the exclusive jurisdiction of a state or federal court sitting in the borough of Manhattan within the city of New York and the appellate courts thereof, (B) not to bring or permit any of their affiliates to bring or support anyone else in bringing any such claim, suit, action or proceeding in any other courts, other than a state or federal court sitting in the borough of Manhattan within the city of New York, (C) to waive and hereby waive, to the fullest extent permitted by law, any objection which any of them may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action in any such court, (D) that any such claim, controversy or dispute shall be governed by, and construed in accordance with, the laws of the State of New York, and (E) that a final judgment in any such claim, controversy or dispute shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable legal requirements.

Venue and Waiver of Jury Trial. (i)Except a) Except as to any dispute, controversy, matters, or claim arising out of or in relation to or in connection with the calculation or determination of the Adjusted Purchase Price pursuant to Section 2.4, Section 2.5, Section 2.7, or Section 2.8 (which shall be resolved exclusively in accordance with Section 2.6(b)), or the scope, interpretation, and effect of this Article 13 or the existence, cure, or amount of any Title Benefits, Title Benefit Amounts, Defects, or Defect Amounts (which shall be resolved exclusively in accordance with Section 3.2(i)), any dispute, controversy, matter or claim between the Parties (each, subject to such exceptions, a “Dispute”), that cannot be resolved among the Parties, will be instituted exclusively in the courts of the State of Texas, County of Harris, City of Houston, or, if it has or can acquire jurisdiction, in the United States District Court for the Southern District of Texas in Houston, Texas, and each Party hereby irrevocably consents to the exclusive jurisdiction in connection with any Dispute, litigation or proceeding arising out of this Agreement or any of the transactions contemplated thereby. All Disputes between the Parties to this Agreement and the transactions contemplated hereby shall have exclusive jurisdiction and venue only in the courts of the State of Texas, County of Harris, City of Houston, or, if it has or can acquire jurisdiction, in the United States District Court for the Southern District of Texas in Houston, Texas. Each Party waives any objection which it may have pertaining to improper venue or forum non-conveniens to the conduct of any litigation or proceeding in the foregoing courts. Each Party agrees that any and all process directed to it in any such proceeding or litigation may be served upon it outside of the State of Texas, County of Harris, City of Houston or the United States District Court for the Southern District of Texas in Houston, Texas with the same force and effect as if such service had been made within the State of Texas, County of Harris, City of Houston or the United States District Court for the Southern District of Texas in Houston, Texas. Notwithstanding anything herein to the contrary, (i) each Party hereto acknowledges and irrevocably agrees that any proceeding, whether in contract or tort, at law or in equity or otherwise, to which any Financing Related Party is a party that arises out of, or relates to, the transactions contemplated hereby and the other documents executed in connection herewith, the transactions contemplated by the Commitment Letter or the performance of services thereunder or related thereto shall be governed by, and construed in accordance with, the laws of the State of New York without regard to the conflicts of law rules of such State that would result in the application of the laws of any other state and (ii) each of the Parties agrees (A) that any claim, cross-claim, suit, action or proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, involving any of the Financing Related Parties arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, the transactions contemplated by the Commitment Letter or the performance of services thereunder or related thereto shall be subject to the exclusive jurisdiction of a state or federal court sitting in the borough of Manhattan within the city of New York and the appellate courts thereof, (B) not to bring or permit any of their affiliates to bring or support anyone else in bringing any such claim, suit, action or proceeding in any other courts, other than a state or federal court sitting in the borough of Manhattan within the city of New York, (C) to waive and hereby waive, to the fullest extent permitted by law, any objection which any of them may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action in any such court, (D) that any such claim, controversy or dispute shall be governed by, and construed in accordance with, the laws of the State of New York, and (E) that a final judgment in any such claim, controversy or dispute shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable legal requirements.

Venue and Waiver of Jury Trial. (i)Except a) Except as to any dispute, controversy, matters, or claim arising out of or in relation to or in connection with the calculation or determination of the Adjusted Purchase Price pursuant to Section 2.4, Section 2.5, Section 2.6, Section 2.7, or Section 2.8 (which shall be resolved exclusively in accordance with Section 2.6(b2.5(b)), or the scope, interpretation, and effect of this Article 13 or the existence, cure, or amount of any Title Benefits, Title Benefit Amounts, Defects, or Defect Amounts (which shall be resolved exclusively in accordance with Section 3.2(i)), any dispute, controversy, matter matter, or claim between the Parties (each, subject to such exceptions, a “Dispute”), that cannot be resolved among the Parties, will be instituted exclusively in the courts of the State of Texas, Texas in and for Xxxxxx County of Harris, City of Houston, or, if it has or can acquire jurisdiction, in the United States District Court for or the Southern Texas State District of Court located in Austin, Texas in Houston, Texas, and each Party hereby irrevocably consents to the exclusive jurisdiction in connection with any Dispute, litigation litigation, or proceeding arising out of this Agreement or any of the transactions contemplated thereby. All Disputes between the Parties to this Agreement and the transactions contemplated hereby shall have exclusive jurisdiction and venue only in the courts of the State of Texas, Texas in and for Xxxxxx County of Harris, City of Houston, or, if it has or can acquire jurisdiction, in the United States District Court for or the Southern Texas State District of Texas Court located in HoustonAustin, Texas. Each Party waives any objection which it may have pertaining to improper venue or forum non-conveniens to the conduct of any litigation or proceeding in the foregoing courts. Each Party agrees that any and all process directed to it in any such proceeding or litigation may be served upon it outside of the State of Texas, Texas in and for Xxxxxx County of Harris, City of Houston or the United States District Court for or the Southern Texas State District of Texas Court located in HoustonAustin, Texas with the same force and effect as if such service had been made within the State of Texas, Texas in and for Xxxxxx County of Harris, City of Houston or the United States District Court for or the Southern Texas State District of Texas Court located in HoustonAustin, Texas. Notwithstanding anything herein to the contrary, (i) each Party hereto acknowledges and irrevocably agrees that any proceeding, whether in contract or tort, at law or in equity or otherwise, to which any Financing Related Party is a party that arises out of, or relates to, the transactions contemplated hereby and the other documents executed in connection herewith, the transactions contemplated by the Commitment Letter or the performance of services thereunder or related thereto shall be governed by, and construed in accordance with, the laws of the State of New York without regard to the conflicts of law rules of such State that would result in the application of the laws of any other state and (ii) each of the Parties agrees (A) that any claim, cross-claim, suit, action or proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, involving any of the Financing Related Parties arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, the transactions contemplated by the Commitment Letter or the performance of services thereunder or related thereto shall be subject to the exclusive jurisdiction of a state or federal court sitting in the borough of Manhattan within the city of New York and the appellate courts thereof, (B) not to bring or permit any of their affiliates to bring or support anyone else in bringing any such claim, suit, action or proceeding in any other courts, other than a state or federal court sitting in the borough of Manhattan within the city of New York, (C) to waive and hereby waive, to the fullest extent permitted by law, any objection which any of them may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action in any such court, (D) that any such claim, controversy or dispute shall be governed by, and construed in accordance with, the laws of the State of New York, and (E) that a final judgment in any such claim, controversy or dispute shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable legal requirements.