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

Venue; Waiver of Jury Trial. (a) Each of the parties (i) irrevocably submits itself to the personal jurisdiction of all state and federal courts sitting in the State of Delaware, including to the jurisdiction of all courts to which an appeal may be taken from such courts, in any Proceeding arising out of or relating to this Agreement, any of the transactions contemplated hereby or any facts and circumstances leading to its execution or performance, (ii) agrees that all claims in respect of any such Proceeding must be brought, heard and determined exclusively in the Court of Chancery of the State of Delaware (provided that, in the event subject matter jurisdiction is declined by or unavailable in the Court of Chancery, then such Proceeding will be heard and determined exclusively in any other state or federal court sitting in the State of Delaware), (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such courts, (iv) agrees not to bring any Proceeding against any other party arising out of or relating to this Agreement, any of the transactions contemplated hereby or any facts and circumstances leading to its execution or performance in any other court and (v) waives any defense of inconvenient forum to the maintenance of any Proceeding so brought. The parties agree that a final judgment in any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each of the parties agrees to waive any bond, surety or other security that might be required of any other party with respect to any such Proceeding, including any appeal thereof.

Venue; Waiver of Jury Trial. (a) Each of the parties (i) hereto hereby irrevocably submits and unconditionally submits, for itself and its property, to the personal exclusive jurisdiction of all the Delaware Court of Chancery, and any state and appellate court therefrom within the State of Delaware (unless the Delaware Court of Chancery shall decline to accept jurisdiction over a particular matter, in which case, in any Delaware federal courts sitting in court within the State of Delaware, including to the jurisdiction of all courts to which an appeal may be taken from such courts), in any Proceeding action or proceeding arising out of or relating to this Agreement, any of Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby for any facts reason other than the failure to serve process in accordance with this Section 2.8, and circumstances leading to its execution or performance, (ii) agrees that all claims in respect of any such Proceeding must be brought, heard and determined exclusively in irrevocably waive the Court of Chancery of the State of Delaware (provided that, in the event subject matter jurisdiction is declined by or unavailable in the Court of Chancery, then such Proceeding will be heard and determined exclusively in any other state or federal court sitting in the State of Delaware), (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such courts, (iv) agrees not to bring any Proceeding against any other party arising out of or relating to this Agreement, any of the transactions contemplated hereby or any facts and circumstances leading to its execution or performance in any other court and (v) waives any defense of an inconvenient forum or an improper venue to the maintenance of any Proceeding so broughtsuch action or proceeding. 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 2.2. The consents to jurisdiction set forth in this Section 2.8 shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 2.8 and shall not be deemed to confer rights on any person other than the parties. The parties agree that a final judgment in any such Proceeding action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Lawlaw. Each In addition, each of the parties hereto agrees that it will not attempt to waive any bond, surety deny or defeat such personal jurisdiction by motion or other security that might be required of request for leave from any other party such court and irrevocably waives any and all right to trial by jury with respect to any such Proceeding, including any appeal thereofaction related to or arising out of this Agreement.