Common use of Jurisdiction Clause in Contracts

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 169 contracts

Samples: Forward Purchase Agreement (Sound Point Acquisition Corp I, LTD), Forward Purchase Agreement (SVF Investment Corp. 2), Forward Purchase Agreement (Sound Point Acquisition Corp I, LTD)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, ( ii b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and ( iii c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 113 contracts

Samples: Forward Purchase Agreement (First Light Acquisition Group, Inc.), Forward Purchase Agreement (TPG Pace Solutions Corp.), Forward Purchase Agreement (Collier Creek Holdings)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally (i) submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 81 contracts

Samples: Subscription Agreement (Hennessy Capital Investment Corp. VI), Subscription Agreement (Good Works Acquisition Corp.), Subscription Agreement (CIIG Merger Corp.)

Jurisdiction. The parties hereto (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, ( ii b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and ( iii c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 19 contracts

Samples: Forward Purchase Agreement (Altimeter Growth Corp.), Forward Purchase Agreement (Altimeter Growth Corp. 2), Forward Purchase Agreement (Lamar Partnering Corp)

Jurisdiction. The parties Each of Owner Participant, Owner Trustee, Trust Company, Indenture Trustee, Original Head Lessee, Parent Guarantor and Lessee (i) hereby irrevocably submits for itself and unconditionally submit its property to the nonexclusive jurisdiction of the state courts of the State of New York in New York County, and to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York York, for the purpose purposes of any suit, action or other proceeding arising out of or based upon this Agreement, the Lease or any other Operative Document or any of the transactions contemplated hereby or thereby, and (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York hereby waives, and (iii) hereby waive, and agree agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts extent permitted by applicable law, that its property is exempt or immune from attachment or execution any immunity (including, without limitation, sovereign immunity), that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper improper, or that this Agreement Agreement, the Lease or any other Operative Document or any of the subject matter hereof transactions contemplated hereby or thereby may not be enforced in or by such court courts.

Appears in 13 contracts

Samples: Refunding Agreement (America West Airlines Inc), Assignment and Assumption Agreement (America West Airlines Inc), Refunding Agreement (America West Airlines Inc)

Jurisdiction. The parties ( i a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, ( ii b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and ( iii c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 10 contracts

Samples: Forward Purchase Agreement (ION Acquisition Corp 1 Ltd.), Forward Purchase Agreement (ION Acquisition Corp 3 Ltd.), Forward Purchase Agreement (ION Acquisition Corp 1 Ltd.)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon in connection with this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 10 contracts

Samples: Forward Purchase Agreement (Target Global Acquisition I Corp.), Forward Purchase Agreement (Forbion European Acquisition Corp.), Forward Purchase Agreement (Target Global Acquisition I Corp.)

Jurisdiction. All actions arising out of or relating to this Agreement shall be heard and determined exclusively in any New York state or federal court sitting in the Borough of Manhattan in The City of New York. The parties hereto hereby ( i a) hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any state or federal court sitting in the state courts Borough of New York and to the jurisdiction Manhattan of the United States District Court for the Southern District The City of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not relating to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York brought by any party hereto, and ( iii b) hereby irrevocably waive, and agree not to assert, assert by way of motion, as a defense, or otherwise, in any such suit, action or proceeding action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune of from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit action is improper, action or proceeding is improper or that this Agreement or the subject matter hereof transactions contemplated hereby may not be enforced in or by such court any of the above-named courts.

Appears in 7 contracts

Samples: Termination of Management Fee Agreement (Freescale Semiconductor Holdings I, Ltd.), Termination of Management Fee Agreement (Freescale Semiconductor Holdings I, Ltd.), Termination of Management Fee Agreement (Freescale Semiconductor Holdings I, Ltd.)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York Delaware and to the jurisdiction of the United States District Court for the Southern District of New York Delaware for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York Delaware or the United States District Court for the Southern District of New York Delaware, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 6 contracts

Samples: Business Combination Agreement (Pure Acquisition Corp.), Business Combination Agreement (Pure Acquisition Corp.), Business Combination Agreement (Pure Acquisition Corp.)

Jurisdiction. The parties hereto (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, ( ii b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and ( iii c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court . . (k)

Appears in 6 contracts

Samples: Forward Purchase Agreement (Dragoneer Growth Opportunities Corp.), Forward Purchase Agreement (Dragoneer Growth Opportunities Corp.), Forward Purchase Agreement (Altimeter Growth Corp. 2)

Jurisdiction. The parties Parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement Agreement, except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 5 contracts

Samples: Forfeiture Agreement (Power & Digital Infrastructure Acquisition II Corp.), Forfeiture Agreement (Authentic Equity Acquisition Corp.), Forfeiture Agreement (Authentic Equity Acquisition Corp.)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the exclusive jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 5 contracts

Samples: Forward Purchase Agreement (Integral Acquisition Corp 1), Forward Purchase Agreement (Integral Acquisition Corp 1), Forward Purchase Agreement (byNordic Acquisition Corp)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York Delaware for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, Delaware and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 5 contracts

Samples: Forward Purchase Agreement (Tortoise Acquisition Corp.), Forward Purchase Agreement (Rice Acquisition Corp.), Forward Purchase Agreement (Tortoise Acquisition Corp.)

Jurisdiction. The parties ( i a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts Court of New York and to the jurisdiction Chancery of the United States District Court for the Southern District State of New York Delaware for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, ( ii b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts the Court of New York or Chancery of the United States District Court for the Southern District State of New York Delaware, and ( iii c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 4 contracts

Samples: Transition Services Agreement (Ligand Pharmaceuticals Inc), Transition Services Agreement (Avista Public Acquisition Corp. II), Forward Purchase Agreement (Ligand Pharmaceuticals Inc)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York located in the county of New York and to the jurisdiction of the United States District Court for the Southern District of New York in New York county for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York located in the county of New York or the United States District Court for the Southern District of New York York in New York county, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 4 contracts

Samples: Forward Purchase Agreement (Lionheart Acquisition Corp. II), Forward Purchase Agreement (Hennessy Capital Acquisition Corp IV), Forward Purchase Agreement (Lionheart Acquisition Corp. II)

Jurisdiction. The parties Any legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement ( i including a legal proceeding based upon intentional misrepresentation or fraud) hereby irrevocably and unconditionally submit to may be brought or otherwise commenced in the jurisdiction Court of Chancery of the state courts State of Delaware, New York and Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware. Each party to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of this Agreement hereby irrevocably: (a) consents to submit itself in any suit, action or other proceeding arising out of or based upon related to this Agreement Agreement to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware; ( ii b) agree agrees that it will not attempt to commence any suit, action defeat or deny such personal jurisdiction by motion or other proceeding request for leave from such court; and (c) agrees that it will not bring any action arising out of or based upon related to this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, court other than any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 4 contracts

Samples: Stockholder Option and Support Agreement (Constellation Pharmaceuticals Inc), Stockholder Option and Support Agreement (Constellation Pharmaceuticals Inc), Stockholder Option and Support Agreement (Constellation Pharmaceuticals Inc)

Jurisdiction. The parties Each of the Investor and the Company ( i a) hereby irrevocably and unconditionally submit submits to the exclusive jurisdiction of the any state courts of or federal court sitting in New York and to the jurisdiction of the United States District Court for the Southern District of County, New York for the purpose purposes of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for subject matter hereof brought by the Southern District of New York Company, or the Investor and ( iii b) hereby waive, waives and agree agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 4 contracts

Samples: Securities Purchase Agreement (First Union Real Estate Equity & Mortgage Investments), Securities Purchase Agreement (Newkirk Realty Trust, Inc.), Securities Purchase Agreement (First Union Real Estate Equity & Mortgage Investments)

Jurisdiction. The parties Parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction Chancery Court of the United States District State of Delaware (or, if the Chancery Court for of the Southern District State of New York Delaware does not have jurisdiction, a federal court sitting in Wilmington, Delaware) (or any appellate courts thereof) for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, ( ii b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts the Chancery Court of New York or the United States District State of Delaware (or, if the Chancery Court for of the Southern District State of New York Delaware does not have jurisdiction, a federal court sitting in Wilmington, Delaware), and ( iii c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 3 contracts

Samples: Sponsor Earnout Agreement (Abri SPAC I, Inc.), Merger Agreement (Abri SPAC I, Inc.), Assurance Agreement (Abri SPAC I, Inc.)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to and accept the jurisdiction of the state courts of New York and to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the Borough of Manhattan or the courts of the State of New York located in the County of New York for the purpose of any suit action, action suit or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts or any matter relating to it and waive any objection that they may have to the laying of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, venue in any such suit, action court or proceeding, any claim that it such court is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action forum or proceeding is improper or that this Agreement or the subject matter hereof may does not be enforced in or by such court have personal jurisdiction over them.

Appears in 3 contracts

Samples: Transaction Support Agreement (Summit Midstream Partners, LP), Strict Foreclosure Agreement (Summit Midstream Partners, LP), Foreclosure Agreement (Scan Optics Inc)

Jurisdiction. The parties Parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York Delaware for the purpose of any suit, action or other proceeding arising out of or based upon this Letter Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Letter Agreement except in state courts of New York or the United States District Court for the Southern District of New York, Delaware and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Letter Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 3 contracts

Samples: Letter Agreement (ECP Environmental Growth Opportunities Corp.), Letter Agreement (ECP Environmental Growth Opportunities Corp.), Letter Agreement (ECP Environmental Growth Opportunities Corp.)

Jurisdiction. The parties (i) Each party hereby irrevocably and unconditionally submit submits to the exclusive jurisdiction of the state courts of the State of New York located in New York County and to the jurisdiction of the United States Federal District Court for of the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may and agrees that any such action, suit or proceeding shall be brought only in such court (and waives any objection based on forum non conveniens or any other objection to venue therein); provided however, that such consent to jurisdiction is solely for the purpose referred to in this Section 6.10 and shall not be enforced in or by deemed to be a general submission to the jurisdiction of said Courts other than for such court purpose.

Appears in 3 contracts

Samples: Investment Agreement (Pxre Group LTD), Investment Agreement (Pxre Group LTD), Investment Agreement (Pxre Group LTD)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above- above- named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 3 contracts

Samples: Forward Purchase Agreement (Corsair Partnering Corp), Forward Purchase Agreement (Corsair Partnering Corp), Forward Purchase Agreement (Corsair Partnering Corp)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York Connecticut and to the jurisdiction of the United States District Court for the Southern District of New York Connecticut for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, ( ii b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York Connecticut or the United States District Court for the Southern District of New York Connecticut, and ( iii c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 3 contracts

Samples: Forward Share Purchase Agreement (GigCapital, Inc.), Forward Share Purchase Agreement (GigCapital2, Inc.), Forward Share Purchase Agreement (GigCapital, Inc.)

Jurisdiction. The parties Each of the Investors and the Company ( i a) hereby irrevocably and unconditionally submit submits to the exclusive jurisdiction of the any state courts of or federal court sitting in New York and to the jurisdiction of the United States District Court for the Southern District of County, New York for the purpose purposes of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for subject matter hereof brought by the Southern District of New York Company, or any Investor and ( iii b) hereby waive, waives and agree agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court . If a judgment is obtained, this Section shall not preclude enforcement thereof in any forum.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (Winthrop Realty Trust), Investors’ Rights Agreement (First Union Real Estate Equity & Mortgage Investments), Investors' Rights Agreement (First Union Real Estate Equity & Mortgage Investments)

Jurisdiction. The parties hereto ( i a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, ( ii b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and ( iii c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 2 contracts

Samples: Forward Purchase Agreement (Panacea Acquisition Corp. II), Forward Purchase Agreement (Panacea Acquisition Corp. II)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to and accept the jurisdiction of the state courts of New York and to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the Borough of Manhattan or the courts of the State of New York located in the County of New York for the purpose of any suit action, action suit or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts or any matter relating to it and waive any objection that they may have to the laying of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, venue in any such suit, action court or proceeding, that any claim that it such court is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action forum or proceeding is improper or that this Agreement or the subject matter hereof may does not be enforced in or by such court have personal jurisdiction over them.

Appears in 2 contracts

Samples: Participation Agreement (National Amusements Inc /Md/), Participation Agreement (Midway Games Inc)

Jurisdiction. The parties Investor and the Company (i) hereby irrevocably and unconditionally submit submits to the exclusive jurisdiction of any state or federal court sitting in the state courts State of New York and to the jurisdiction of the United States District Court Delaware for the Southern District of New York for the purpose purposes of any suit, action or other proceeding arising out of this Agreement or based upon this Agreement the subject matter hereof brought by the Company, or any Investor, and (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, hereby waives and (iii) hereby waive, and agree agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 2 contracts

Samples: Note Purchase Agreement (Hawaiian Holdings Inc), Note Purchase Agreement (Hershfield Lawrence)

Jurisdiction. The parties ( i a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement Consent, ( ii b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement Consent except in state courts of New York or the United States District Court for the Southern District of New York, and ( iii c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement Consent or the subject matter hereof may not be enforced in or by such court.

Appears in 2 contracts

Samples: One Madison Corp, sec.report

Jurisdiction. The parties (i) hereby 28.1. Buyer and Seller irrevocably and unconditionally submit to and accept the jurisdiction of the state courts of New York and to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the Borough of Manhattan or the courts of the State of New York located in the County of New York for the purpose of any suit action, action suit or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts or any matter relating to it and waive any objection that they may have to the laying of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, venue in any such suit, action court or proceeding, that any claim that it such court is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action forum or proceeding is improper or that this Agreement or the subject matter hereof may does not be enforced in or by such court have personal jurisdiction over them.

Appears in 2 contracts

Samples: Iliac Participation Agreement (Ing Life Insurance & Annuity Co), Ing Usa Participation Agreement (Ing Usa Annuity & Life Insurance Co)

Jurisdiction. The parties hereto (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York Delaware and to the jurisdiction of the United States District Court for the Southern District of New York Delaware for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, ( ii b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York Delaware or the United States District Court for the Southern District of New York Delaware, and ( iii c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 2 contracts

Samples: Forward Purchase Agreement (Liberty Media Acquisition Corp), Forward Purchase Agreement (Liberty Media Acquisition Corp)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to this Agreement agree that any suit, action or proceeding arising out of, or with respect to, this Agreement or any judgment entered by any court in respect thereof shall be brought in the jurisdiction of the state courts of New York and to California, County of San Francisco or in the jurisdiction of the United States U.S. District Court for the Southern Northern District of New York California as the commencing party may elect, and the Affiliate hereby accepts the exclusive jurisdiction of those courts for the purpose of any suit, action or other proceeding. In addition, the Affiliate hereby irrevocably waives, to the fullest extent permitted by law, any objection which the Affiliate may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or based upon relating to this Agreement Agreement or any judgment entered by any court in respect thereof brought in California, (ii) agree not to commence County of San Francisco or the U.S. District Court for the Northern District of California, as selected by the commencing party, and hereby further irrevocably waives any claim that any suit, action or other proceeding arising out of proceedings brought in California or based upon this Agreement except in state courts of New York or the United States such District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is has been brought in an inconvenient forum , that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court .

Appears in 2 contracts

Samples: Affiliate Agreement (Pinnacor Inc), Affiliate Agreement (Marketwatch Com Inc)

Jurisdiction. The parties hereto each ( i a) hereby irrevocably and unconditionally submit submits to the exclusive jurisdiction of any court of the state courts State of New York and to or any federal court sitting in the jurisdiction of the United States District Court for the Southern District State of New York for the purpose purposes of any suit, action action, or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for subject matter hereof brought by the Southern District of New York, Company or the Investor and ( iii b) hereby waive, waives and agree agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action action, or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action action, or proceeding is brought in an inconvenient forum, that the venue of the suit, action action, or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court . The Company and the Investor each hereby consents to service of process in the manner provided in Section 11.

Appears in 2 contracts

Samples: Agreement (Gp Strategies Corp), Agreement (Gp Strategies Corp)

Jurisdiction. The Each of the parties (i) hereby hereto irrevocably and unconditionally submit to and accept the jurisdiction of the state courts of New York and to the exclusive jurisdiction of the United States District Court for the Southern District of New York Jersey located in the County of Mercer or the courts of the State of New Jersey located in the County of Mercer for the purpose of any suit action, action suit or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts or any matter relating to it and waive any objection that they may have to the laying of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, venue in any such suit, action court or proceeding, any claim that it such court is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action forum or proceeding is improper or that this Agreement or the subject matter hereof may does not be enforced in or by such court have personal jurisdiction over them.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Dataram Corp), Asset Purchase Agreement (Dataram Corp)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit exclusively to the jurisdiction of the state courts of New York located in the Borough of Manhattan and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York located in the Borough of Manhattan or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 2 contracts

Samples: Backstop Agreement (CC Neuberger Principal Holdings III), Backstop Agreement (CC Neuberger Principal Holdings II)

Jurisdiction. The parties Each of the Shareholders and the Company ( i a) hereby irrevocably and unconditionally submit submits to the exclusive jurisdiction of any court of the state courts State of New York and to or any federal court sitting in the jurisdiction of the United States District Court for the Southern District State of New York for the purpose purposes of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for subject matter hereof brought by the Southern District of New York Company, or any Shareholder and ( iii b) hereby waive, waives and agree agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 2 contracts

Samples: Shareholders Agreement (Realpage Inc), Shareholders Agreement (Realpage Inc)

Jurisdiction. The parties ( i a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of or the United States District Court for the Southern Sothern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, ( ii b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the state courts of the state of New York or the United States District Court for the Southern District of New York, and ( iii c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Paulson Capital (Delaware) Corp.), Securities Purchase Agreement (Vbi Vaccines Inc.)

Jurisdiction. The parties (i) hereby irrevocably hereto consent and unconditionally submit agree to the jurisdiction of the state State of Louisiana and the courts of New York thereof and to the jurisdiction of the United States District Court for the Southern District of New York York, for the purpose of any suit, action or other proceeding arising out of or based upon relating to this Agreement, (ii) and hereby agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, assert by way of motion, as a defense, defense or otherwise, in any that such suit action is improper, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof thereof may not be enforced in or by such court courts.

Appears in 2 contracts

Samples: Management Agreement (JCC Holding Co), Management Agreement (JCC Holding Co)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of the State of New York and to the jurisdiction of or the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state the courts of the State of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 2 contracts

Samples: Private Placement Warrants Purchase Agreement (Pure Acquisition Corp.), Private Placement Warrants Purchase Agreement (Pure Acquisition Corp.)

Jurisdiction. The parties Each of the Investors and the Company ( i a) hereby irrevocably and unconditionally submit submits to the exclusive jurisdiction of the any state courts of or federal court sitting in New York and to the jurisdiction of the United States District Court for the Southern District of County, New York for the purpose purposes of any suit, action or other proceeding arising out of this Agreement or based upon this Agreement the subject matter hereof brought by the Company, or any Investor, ( ii b) agree not hereby waives the right to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, jury trial and ( iii c) hereby waive, waives and agree agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court . If a judgment is obtained, this Section shall not preclude enforcement thereof in any forum.

Appears in 2 contracts

Samples: Securities Purchase Agreement (First Union Real Estate Equity & Mortgage Investments), Securities Purchase Agreement (First Union Real Estate Equity & Mortgage Investments)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 2 contracts

Samples: Forward Purchase Agreement (Anzu Special Acquisition Corp I), Forward Purchase Agreement (Anzu Special Acquisition Corp I)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York located in New York County and to the jurisdiction of the United States District Court for the Southern District of New York located in New York County for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, ( ii b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and ( iii c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 2 contracts

Samples: Forward Share Purchase Agreement (GigCapital, Inc.), Forward Share Purchase Agreement (GigCapital, Inc.)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the federal and state courts located within the geographical boundaries of New York Minneapolis and to the jurisdiction of the United States District Court for the Southern District of New York St. Paul, Minnesota for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement , (ii) . The parties agree not to commence any suit, action action, or other proceeding arising out of or based upon this Agreement except in the federal and state courts located within the geographical boundaries of New York or the United States District Court for the Southern District of New York, Minneapolis and (iii) St. Paul. The parties hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is they are not subject personally to the jurisdiction of the above-named courts, that its their property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper improper, or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 2 contracts

Samples: Subscription Agreement (Shared Capital Cooperative), Subscription Agreement (Shared Capital Cooperative)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 2 contracts

Samples: Forward Purchase Agreement (Pure Acquisition Corp.), Forward Purchase Agreement (Pure Acquisition Corp.)

Jurisdiction. The parties (i) Each party hereby irrevocably and unconditionally submit submits in any suit, action or proceeding arising out of or related to the jurisdiction this Agreement or any of the state courts of New York and transactions contemplated hereby to the jurisdiction of the United States District Court for the Southern Middle District of New York for Tennessee and the purpose jurisdiction of any suit, action or other proceeding arising out the Chancery Court of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out the State of or based upon this Agreement except Tennessee sitting in state courts of New York or the United States District Court for the Southern District of New York Davidson County, and (iii) hereby waive irrevocably waives any immunity from the jurisdiction of such courts and any claim of improper venue, and agree not to assert, by way of motion, as a defense forum non conveniens, or otherwise, any similar objection which it might otherwise be entitled to raise in any such suit, action action, or proceeding , any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court .

Appears in 2 contracts

Samples: Transition Agreement (Genesco Inc), Transition Agreement (Genesco Inc)

Jurisdiction. The parties Each of the Holders and the Company ( i a) hereby irrevocably and unconditionally submit submits to the exclusive jurisdiction of the any state courts of or federal court sitting in New York and to the jurisdiction of the United States District Court for the Southern District of County, New York for the purpose purposes of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for subject matter hereof brought by the Southern District of New York Company, or any Holder and ( iii b) hereby waive, waives and agree agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court . If a judgment is obtained, this Section shall not preclude enforcement thereof in any forum. Each of the parties hereto hereby waives all right to trial by jury in any action or proceeding under, arising out of or related to this Agreement.

Appears in 2 contracts

Samples: Registration Rights Agreement (First Union Real Estate Equity & Mortgage Investments), Registration Rights Agreement (First Union Real Estate Equity & Mortgage Investments)

Jurisdiction. The parties (i) Each party hereby irrevocably and unconditionally submit submits to the exclusive jurisdiction of the state courts of the State of New York located in New York County and to the jurisdiction of the United States Federal District Court for of the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may and agrees that any such action, suit or proceeding shall be brought only in such court (and waives any objection based on forum non conveniens or any other objection to venue therein); provided however, that such consent to jurisdiction is solely for the purpose referred to in this Section 9.16 and shall not be enforced in or by deemed to be a general submission to the jurisdiction of said Courts other than for such court purpose.

Appears in 2 contracts

Samples: Share Purchase Agreement (Pxre Group LTD), Share Purchase Agreement (Pxre Group LTD)

Jurisdiction. The parties Each of First Union and Newkirk ( i a) hereby irrevocably and unconditionally submit submits to the exclusive jurisdiction of the any state courts of or federal court sitting in New York and to the jurisdiction of the United States District Court for the Southern District of County, New York for the purpose purposes of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York subject matter hereof brought by Newkirk, or First Union and ( iii b) hereby waive, waives and agree agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 2 contracts

Samples: Acquisition Agreement (Newkirk Realty Trust, Inc.), Acquisition Agreement (First Union Real Estate Equity & Mortgage Investments)

Jurisdiction. The parties Each of the Investors and the Company ( i a) hereby irrevocably and unconditionally submit submits to the exclusive jurisdiction of the any state courts of or federal court sitting in New York and to the jurisdiction of the United States District Court for the Southern District of County, New York for the purpose purposes of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for subject matter hereof brought by the Southern District of New York Company, or any Investor and ( iii b) hereby waive, waives and agree agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Phillips Van Heusen Corp /De/), Securities Purchase Agreement (Phillips Van Heusen Corp /De/)

Jurisdiction. The parties Parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, ( ii b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and ( iii c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 2 contracts

Samples: Forward Purchase Agreement (SC Health Corp), Forward Purchase Agreement (SC Health Corp)

Jurisdiction. The parties (i) hereby Each Party irrevocably and unconditionally submit submits to the jurisdiction of the state courts of New York and to the exclusive jurisdiction of the United States District Court for the Southern District of New York and, if such court does not have jurisdiction, of the courts of the State of New York sitting in the City of New York for the purpose purposes of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for subject matter hereof brought by the Southern District other Party. To the extent permitted by applicable laws, rules or regulations of New York a Governmental Authority, each Party waives and (iii) hereby waive, and agree agrees not to assert, by way of motion, as a defense, defense or otherwise, in any such suit, action or proceeding, any claim (a) that it is not subject personally to the jurisdiction of the above-named courts , that its property is exempt or immune from attachment or execution, ; (b) that the suit, action or proceeding is brought in an inconvenient forum , ; or (c) that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or improper. Each Party further waives any right to a trial by such court jury.

Appears in 2 contracts

Samples: Air Services Agreement (AMR Eagle Holding Corp), Capacity Purchase Agreement (Republic Airways Holdings Inc)

Jurisdiction. 26.1 The parties (i) hereby Parties irrevocably and unconditionally submit to and accept the jurisdiction of the state courts of New York and to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the Borough of Manhattan or the courts of the State of New York located in the County of New York for the purpose of any suit action, action suit or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts or any matter relating to it and waive any objection that they may have to the laying of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, venue in any such suit, action court or proceeding, that any claim that it such court is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action forum or proceeding is improper or that this Agreement or the subject matter hereof may does not be enforced in or by such court have personal jurisdiction over them.

Appears in 2 contracts

Samples: Asset Purchase Agreement (NewStar Financial, Inc.), Contribution Agreement (Carlyle GMS Finance, Inc.)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and ( iii i) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 2 contracts

Samples: Forward Purchase Agreement (Motive Capital Corp), Forward Purchase Agreement (Motive Capital Corp)

Jurisdiction. The parties Each of Doe Run and ASARCO hereby (i) hereby irrevocably and unconditionally submit submits to the exclusive jurisdiction of the state courts of the State of New York and to the jurisdiction of the United States Federal District Court for in the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement Agreement or the subject matter hereof brought by the other Party, any indemnified party or their respective heirs, legal representatives, successors or assigns (an "Action") and (ii) agree waives, and agrees not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, assert by way of motion, as a defense, or otherwise, in any such suit, action or proceeding Action, any claim that it or he is not subject personally to the jurisdiction of the above-named courts, that its or his property is exempt or immune from attachment or execution, that the suit, action or proceeding Action is brought in an inconvenient forum, that the venue of the suit Action is improper, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Doe Run Peru Sr Ltda)

Jurisdiction. The parties Each of the PVH Holders and the Company ( i a) hereby irrevocably and unconditionally submit submits to the exclusive jurisdiction of the any state courts of or federal court sitting in New York and to the jurisdiction of the United States District Court for the Southern District of County, New York for the purpose purposes of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for subject matter hereof brought by the Southern District of New York Company, or any PVH Holder and ( iii b) hereby waive, waives and agree agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 1 contract

Samples: Registration Rights Agreement (Phillips Van Heusen Corp /De/)

Jurisdiction. The parties (i) hereby Each Party irrevocably and unconditionally submit submits to the jurisdiction of the state courts of New York and to the exclusive jurisdiction of the United States District Court for the Southern Northern District of New York Texas and, if such court does not have jurisdiction, of the courts of the State of Texas in Tarrant County for the purpose purposes of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for subject matter hereof brought by the Southern District other Party. To the extent permitted by applicable laws, rules or regulations of New York a Governmental Authority, each Party waives and (iii) hereby waive, and agree agrees not to assert, by way of motion, as a defense, defense or otherwise, in any such suit, action or proceeding, any claim (a) that it is not subject personally to the jurisdiction of the above-named courts , that its property is exempt or immune from attachment or execution, ; (b) that the suit, action or proceeding is brought in an inconvenient forum , ; or (c) that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or improper. Each Party further waives any right to a trial by such court jury.

Appears in 1 contract

Samples: Master Ground Handling Agreement (AMR Eagle Holding Corp)

Jurisdiction. The parties Subject to Section 11(a) and except as may be expressly set forth in an Award agreement, by accepting (or being deemed to have accepted) an Award, each Participant agrees or will be deemed to have agreed to (i) hereby submit irrevocably and unconditionally submit to the jurisdiction of the federal and state courts of New York and to located within the jurisdiction geographic boundaries of the United States District Court for the Southern District of New York Delaware for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, the Plan or any Award; (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement the Plan or any Award, except in the federal and state courts located within the geographic boundaries of New York or the United States District Court for the Southern District of New York, Delaware; and (iii) hereby waive, and agree not to assert, by way of motion, motion as a defense, defense or otherwise, in any such suit, action or proceeding, any claim that it the Participant is not subject personally to the jurisdiction of the above-named courts, courts that its the Participant’s property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement the Plan or any Award or the subject matter hereof thereof may not be enforced in or by such court . . EXHIBIT A

Appears in 1 contract

Samples: Agreement and Plan of Merger (Landcadia Holdings III, Inc.)

Jurisdiction. The parties ( i a) hereby irrevocably and unconditionally submit to the jurisdiction of the state and federal courts located in the State of New York and to the jurisdiction of the United States District Court for the Southern District of New York Delaware for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement Warrant (“Covered Matters”), ( ii b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement any Covered Matters except in the state courts or federal courts located in the State of New York or the United States District Court for the Southern District of New York Delaware, and ( iii c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement Warrant or the subject matter hereof of any Covered Matter may not be enforced in or by such court .

Appears in 1 contract

Samples: Loan and Security Agreement (Cca Industries Inc)

Jurisdiction. The parties Each of the Investors and the Company ( i a) hereby irrevocably and unconditionally submit submits to the exclusive jurisdiction of the any state courts of or federal court sitting in New York and to the jurisdiction of the United States District Court for the Southern District of County, New York for the purpose purposes of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for subject matter hereof brought by the Southern District of New York Company, or any Investor and ( iii b) hereby waive, waives and agree agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court . [SIGNATURE PAGES FOLLOWS. ]

Appears in 1 contract

Samples: Rights Agreement (Phillips Van Heusen Corp /De/)

Jurisdiction. The Each of the parties (i) hereto hereby irrevocably and unconditionally submit submits to the personal jurisdiction of the state courts of New York the Commonwealth of Massachusetts and to the personal jurisdiction of the United States District Court for the Southern District of New York Massachusetts, and all courts from which an appeal may be taken, solely for the purpose of any suit, action action, or other proceeding arising out of or based upon this Agreement, (ii) agree and hereby waives to the extent not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York prohibited by law, and (iii) hereby waive, and agree agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it such Indemnifying Party is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by courts for such court proceedings.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Genrad Inc)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York Delaware and to the jurisdiction of the United States District Court for the Southern District of New York Delaware, and the applicable appellate courts thereof, for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York Delaware or the United States District Court for the Southern District of New York Delaware, and any applicable appellate courts thereof, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court . Notwithstanding anything in this Agreement to the contrary, this section shall not apply to claims or actions arising out of either the Securities Act or the Exchange Act.

Appears in 1 contract

Samples: Forward Purchase Agreement (Pure Acquisition Corp.)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit themselves to the jurisdiction of the state courts Courts of New York the State of Florida and to the jurisdiction of the United States District Court for the Southern District of New York Florida, for the purpose purposes of any suit, action or other proceeding arising out of of, or based upon this Agreement relating to, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, waive and agree not to assert assert against each other, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding , : (a) any claim that it is they are not personally subject personally to the jurisdiction of the above- above named courts, Courts or that its their property is exempt or immune from attachment set-off, execution or execution attachment, either prior to judgment, or in aid of execution and (b) to the extent permitted by applicable law, any claim that the such suit, action or proceeding is brought in an inconvenient forum, forum or that the venue of the such suit, action or proceeding is improper improper, or that this Agreement or the subject matter hereof thereof may not be enforced in or by such court courts.

Appears in 1 contract

Samples: Agreement (Oro Spanish Broadcasting Inc)

Jurisdiction. The parties (i) Each party hereby irrevocably and unconditionally submit submits to the exclusive jurisdiction of the state courts of the State of New York located in New York County and to the jurisdiction of the United States Federal District Court for of the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may and agrees that any such action, suit or proceeding shall be brought only in such court (and waives any objection based on forum non conveniens or any other objection to venue therein); provided however, that such consent to jurisdiction is solely for the purpose referred to in this Section 9.14 and shall not be enforced in or by deemed to be a general submission to the jurisdiction of said Courts other than for such court purpose.

Appears in 1 contract

Samples: Share Purchase Agreement (Pxre Group LTD)

Jurisdiction. The parties (i) hereby Each Borrower irrevocably and unconditionally submit submits to the jurisdiction of ------------ the state courts of New York the Commonwealth of Massachusetts and to the jurisdiction of the United States District Court for the Southern District of New York Massachusetts for the purpose of any suit, action or other proceeding brought by the Banks arising out of or based upon relating to this Agreement Agreement or any other Loan Document, (ii) agree and each Borrower waives and agrees not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, assert by way of motion, as a defense, defense or otherwise, otherwise in any such suit, action or proceeding, any claim that it each Borrower is not personally subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution courts of the Commonwealth of Massachusetts, that the suit, action or proceeding is brought in an inconvenient forum, forum or that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court improper.

Appears in 1 contract

Samples: Credit Agreement (Mac-Gray Corp)

Jurisdiction. The parties ( i a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts Delaware Court of New York Chancery and to the jurisdiction of the United States District Court for the Southern District of New York Delaware for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement , ; ( ii b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts the Delaware Court of New York Chancery or the United States District Court for the Southern District of New York, Delaware; and ( iii c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 1 contract

Samples: Investors’ Rights Agreement (CS Disco, Inc.)

Jurisdiction. The parties (i xxxii) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii xxxiii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii xxxiv) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 1 contract

Samples: Forward Purchase Agreement (Vantage Energy Acquisition Corp.)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York located in New York County and to the jurisdiction of the United States District Court for the Southern District of New York located in New York County for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York located in New York County or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 1 contract

Samples: Waiver and Lockup Agreement (InterPrivate Acquisition Corp.)

Jurisdiction. The parties ( i a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York the State of Delaware and to the jurisdiction of the United States District Court for in the Southern District State of New York Delaware for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, Assignment; ( ii b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement Assignment except in state the courts of New York the State of Delaware or the United States District Court for in the Southern District State of New York, Delaware; and ( iii c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement Assignment or the subject matter hereof may not be enforced in or by such court.

Appears in 1 contract

Samples: Escrow Agreement (American Virtual Cloud Technologies, Inc.)

Jurisdiction. The parties (i) In connection with any dispute between the Parties under this Agreement, the Parties hereby irrevocably and unconditionally submit to the jurisdiction and venue of the state courts Michigan Court of New York Claims for claims brought against MSF and to the jurisdiction circuit courts of the United States District Court State of Michigan located in Ingham County for claims brought by the Southern District of New York for MSF against the purpose of any suit, action Company or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, API. Each Party hereby waives and (iii) hereby waive, and agree agrees not to assert, by way of motion, motion as a defense, defense or otherwise, otherwise in any such suit, action or proceeding, any claim (a) that it is not subject personally to the jurisdiction of the above-named courts such court, that its property is exempt or immune from attachment or execution, (b) that the suit, action or proceeding is brought in an inconvenient forum, (c) that the venue of the suit, action or other proceeding is improper or (d) that this Agreement or the subject matter hereof of this Agreement may not be enforced in or by such court.

Appears in 1 contract

Samples: Guaranty Agreement (Advanced Photonix Inc)

Jurisdiction. The parties Each of Doe Run and Asarco hereby (i) hereby irrevocably and unconditionally submit submits to the jurisdiction of the state courts of New York and to the exclusive jurisdiction of the United States Federal District Court for in the Southern District of New York in the Borough of Manhattan for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement Agreement or the subject matter hereof brought by the other Party, any indemnified party or their respective heirs, legal representatives, successors or assigns (an "Action") and (ii) agree waives, and agrees not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, assert by way of motion, as a defense, or otherwise, in any such suit, action or proceeding Action, any claim that it or he is not subject personally to the jurisdiction of the above-named courts, that its or his property is exempt or immune from attachment or execution, that the suit, action or proceeding Action is brought in an inconvenient forum, that the venue of the suit Action is improper, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Doe Run Peru Sr Ltda)

Jurisdiction. The parties Borrower, by its execution hereof (i) hereby irrevocably and unconditionally submit submits to the exclusive jurisdiction of the state courts State of New York and to the exclusive jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, the Collateral or the Loan Documents or the subject matter hereof or thereof brought by Lender, any holder of the obligations of Borrower under the Loan Documents or their respective successors or assigns, and (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree agrees not to assert, by way of motion, as a defense, defense or otherwise, in any such suit, action or proceeding, any claim that it Borrower is not subject personally to the jurisdiction of the above-named courts, that its Borrower's property is exempt or immune from attachment or execution, that any such proceeding brought in one of the suit, action or proceeding above-named courts is brought in an inconvenient forum, that the venue of any such proceeding brought in one of the suit above-named courts in improper, action or proceeding is improper or that this Agreement Agreement, the Collateral or any of the Loan Documents, or the subject matter hereof or thereof, may not be enforced in or by such court.

Appears in 1 contract

Samples: Loan Agreement (Popmail Com Inc)

Jurisdiction. The parties Each of the PVH Holders and the Company ( i a) hereby irrevocably and unconditionally submit submits to the exclusive jurisdiction of the any state courts of or federal court sitting in New York and to the jurisdiction of the United States District Court for the Southern District of County, New York for the purpose purposes of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for subject matter hereof brought by the Southern District of New York Company, or any PVH Holder and ( iii b) hereby waive, waives and agree agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court . . [SIGNATURE PAGES FOLLOW]

Appears in 1 contract

Samples: Registration Rights Agreement (Phillips Van Heusen Corp /De/)

Jurisdiction. The parties (i) In connection with any dispute between the Parties under this Guaranty Agreement, the Guarantor hereby irrevocably submits to jurisdiction and unconditionally submit to the jurisdiction venue of the state courts Michigan Court of New York Claims for claims brought against MEDC and to the jurisdiction circuit courts of the United States District Court State of Michigan located in Ingham County for claims brought against the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, Guarantor. Guarantor hereby waives and (iii) hereby waive, and agree agrees not to assert, by way of motion, motion as a defense, defense or otherwise, otherwise in any such suit, action or proceeding, any claim (a) that it is not subject personally to the jurisdiction of the above-named courts such court, that its property is exempt or immune from attachment or execution, (b) that the suit, action or proceeding is brought in an inconvenient forum, (c) that the venue of the suit, action or other proceeding is improper or (d) that this Guaranty Agreement or the subject matter hereof of this Guaranty Agreement may not be enforced in or by such court.

Appears in 1 contract

Samples: Guaranty Agreement (Advanced Photonix Inc)

Jurisdiction. The parties Subject to the requirement that all disputes are to be submitted to arbitration pursuant to Section 11.8, the Parties ( i a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York California and to the jurisdiction of the United States District Court for the Southern District of New York California for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, ( ii b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the state courts of New York California or the United States District Court for the Southern District of New York California (provided that the underlying claim is not required to be arbitrated pursuant to Section 11.8), and ( iii c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 1 contract

Samples: Asset Purchase Agreement (Telenav, Inc.)

Jurisdiction. The parties (i) hereby hereto irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the exclusive jurisdiction of the United States District Court for the Southern District of New York or any New York State court sitting in New York County, New York, for the purpose of any suit claims or disputes which may arise or result from, action or other proceeding arising out of or based upon be connected with, this Agreement, (ii) agree not to commence any suit breach or default hereunder, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for transactions contemplated hereby and (a) hereby irrevocably agree that any and all claims, actions, causes of action, suits and proceedings related to the Southern District of New York foregoing may be heard and determined in any such court, and ( iii b) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, assert in any such suit claim, action action, cause of action, suit or proceeding , in each case, to the fullest extent permitted by applicable law, any claim that it is (i) the parties are not personally subject personally to the jurisdiction of the above-named courts any such court or (ii) any such claim, that its property is exempt or immune from attachment or execution action, that the suit cause of action, action suit or proceeding is brought in an inconvenient forum , that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court .

Appears in 1 contract

Samples: Asset Purchase Agreement (GAIN Capital Holdings, Inc.)

Jurisdiction. The parties Company and the Investor (i) hereby irrevocably and unconditionally submit submits to the jurisdiction of the state courts of New York and to the exclusive jurisdiction of the United States District Court for Court, the Southern District New York State courts and other courts of the United States sitting in New York County, New York for the purpose purposes of any suit, action or other proceeding arising out of or based upon relating to this Agreement, Agreement and (ii) agree hereby waives, and agrees not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, assert in any such suit, suit action or proceeding, any claim that it is not personally subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution such court, that the suit, action or proceeding is brought in an inconvenient forum, forum or that the venue of the suit , action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. ,

Appears in 1 contract

Samples: Registration Rights Agreement (U S Plastic Lumber Corp)

Jurisdiction. The parties Parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York Delaware for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, Delaware and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 1 contract

Samples: Forward Purchase Agreement (ECP Environmental Growth Opportunities Corp.)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally (a) submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, ( ii b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and ( iii c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 1 contract

Samples: Subscription Agreement (RMG Acquisition Corp.)

Jurisdiction. The parties Each Party (i) hereby irrevocably submits itself to and unconditionally submit consents to the jurisdiction of the state courts of New York and to the exclusive jurisdiction of the United States District Court for the Southern District of New York Delaware (or, if such court lacks jurisdiction, the courts of the State of Delaware) for the purpose purposes of any suit action, action claim, suit or other proceeding arising out of or based upon relating to this Agreement, and (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York hereby waives, and (iii) hereby waive, and agree agrees not to assert, by way of motion, as a defense, defense or otherwise, in any such suit action, action claim, suit or proceeding, any claim argument that it is not personally subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution such court(s), that the suit action, action claim, suit or proceeding is brought in an inconvenient forum, or that the venue of the suit action, action claim, suit or proceeding is improper improper. Each Party hereby agrees to the entry of an order and to the confession of judgment to enforce any resolution, settlement, order or that award made pursuant to this Agreement or the subject matter hereof may not be enforced in or Section ‎9.3 by such court court and in connection therewith hereby waives, and agrees not to assert by way of motion, as a defense or otherwise, any claim that such resolution, settlement, order or award is inconsistent with or violates any laws or public policy.

Appears in 1 contract

Samples: Settlement and Release Agreement (Micron Technology Inc)

Jurisdiction. All actions arising out of or relating to this Guarantee shall be heard and determined exclusively in the state or federal courts of the United States of America located in the State of New York. The parties hereto hereby ( i a) hereby irrevocably and unconditionally submit to the exclusive jurisdiction of the state or federal courts of New York and to the jurisdiction of the United States District Court for of America located in the Southern District State of New York for the purpose of any suit, action or other proceeding arising out of or based upon relating to this Agreement, (ii) agree not to commence Guarantee brought by any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York party hereto, and ( iii b) hereby irrevocably waive, and agree not to assert, assert by way of motion, as a defense, or otherwise, in any such suit, action or proceeding action, any claim that it is not subject personally to the jurisdiction of the above-named courts court, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit action is improper, action or proceeding is improper or that this Agreement Guarantee or the subject matter hereof transactions contemplated hereby may not be enforced in or by such the above-named court.

Appears in 1 contract

Samples: Kinder Morgan Inc

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit Parties agree that all actions arising out of or relating to the jurisdiction of the state courts of New York and to the jurisdiction of this Agreement shall be brought in the United States District Court for the Southern District of New York Delaware or the Delaware Court of Chancery. Consistent with the preceding sentence, the Parties hereby (a) submit to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) for 69 the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not relating to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, brought by any Party hereto and ( iii b) hereby irrevocably waive, and agree not to assert, assert by way of motion, as a defense, or otherwise, in any such suit, action or proceeding action, any claim that it is not subject personally to the jurisdiction of the above- above named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit action is improper, action or proceeding is improper or that this Agreement or the subject matter hereof transactions contemplated by this Agreement may not be enforced in or by such court any of the above named courts.

Appears in 1 contract

Samples: Stock Purchase Agreement (Progressive Corp/Oh/)

Jurisdiction. The parties You hereby ( i a) hereby irrevocably and unconditionally submit to the sole and exclusive venue and jurisdiction of the a state courts of New York and to the jurisdiction of the United States District Court or federal court in Marion or Orange County, Florida, for the Southern District of New York for the purpose purposes of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and ( iii b) hereby waive, and agree not to assert, by way of motion, as a defense, defense or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution extent permitted by applicable law, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court courts. You also agree to be subject to the personal jurisdiction of such court through service by certified mail, postage prepaid, at your address: 4711 SW 97th Terrace, Gainesville, FL 32608.

Appears in 1 contract

Samples: Letter Agreement (Intellon Corp)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally (i) submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action action, or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action action, or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action action, or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 1 contract

Samples: Subscription Agreement (PROOF Acquisition Corp I)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the such suit, action or proceeding is brought in an inconvenient forum, that the venue of the such suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 1 contract

Samples: Forward Purchase Agreement (Tortoise Acquisition Corp. II)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally (i) submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, Agreement; (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, York; and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 1 contract

Samples: Transfer and Subscription Agreement (7 Acquisition Corp)

Jurisdiction. The parties (i) hereby Each Party irrevocably and unconditionally submit submits to the jurisdiction of the state courts of New York and to the exclusive jurisdiction of the United States District Court for the Southern Northern District of New York Texas and, if such court does not have jurisdiction, of the courts of the State of Texas sitting in Tarrant County Texas for the purpose purposes of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for subject matter hereof brought by the Southern District other Party. To the extent permitted by applicable laws, rules or regulations of New York a Governmental Authority, each Party waives and (iii) hereby waive, and agree agrees not to assert, by way of motion, as a defense, defense or otherwise, in any such suit, action or proceeding, any claim (a) that it is not subject personally to the jurisdiction of the above-named courts , that its property is exempt or immune from attachment or execution, ; (b) that the suit, action or proceeding is brought in an inconvenient forum , ; or (c) that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or improper. Each Party further waives any right to a trial by such court jury.

Appears in 1 contract

Samples: Transition Services Agreement (AMR Eagle Holding Corp)

Jurisdiction. The parties (i) hereby unconditionally and irrevocably and unconditionally submit to (and waive any objection on the grounds of inconvenient forum or otherwise) the jurisdiction of the state courts of New York and to the jurisdiction State of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York Delaware or the United States District Court for the Southern District of New York Delaware, which courts will have exclusive jurisdiction to adjudicate and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in determine any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought regarding or relating to this Agreement. A judgment, order or decision of those courts in an inconvenient forum respect of any such claim or dispute will be conclusive and may be recognized and enforced by any courts of any state, that the venue of the suit, action country or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court other jurisdiction.

Appears in 1 contract

Samples: Supply Agreement (scPharmaceuticals Inc.)

Jurisdiction. The parties (i) hereby Each Borrower irrevocably and unconditionally submit submits to the ------------ jurisdiction of the state courts of New York the Commonwealth of Massachusetts and to the jurisdiction of the United States District Court for the Southern District of New York Massachusetts for the purpose of any suit, action or other proceeding brought by the Banks arising out of or based upon relating to this Agreement Agreement or any other Loan Document, (ii) agree and each Borrower waives and agrees not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, assert by way of motion, as a defense, defense or otherwise, otherwise in any such suit, action or proceeding, any claim that it each Borrower is not personally subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution courts of the Commonwealth of Massachusetts, that the suit, action or proceeding is brought in an inconvenient forum, forum or that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court improper.

Appears in 1 contract

Samples: Credit Agreement (Mac-Gray Corp)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, Agreement [(ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii ) )] [and (ii)] hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 1 contract

Samples: Unit Purchase (Inflection Point Acquisition Corp.)

Jurisdiction. The parties (i) hereby Each Party irrevocably and unconditionally submit submits to the jurisdiction of the state courts of New York and to the exclusive jurisdiction of the United States District Court for the Southern Northern District of New York Texas and, if such court does not have jurisdiction, of the courts of Texas sitting in Tarrant County, Texas for the purpose purposes of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for subject matter hereof brought by the Southern District other Party. To the extent permitted by applicable laws, rules or regulations of New York a Governmental Authority, each Party waives and (iii) hereby waive, and agree agrees not to assert, by way of motion, as a defense, defense or otherwise, in any such suit, action or proceeding, any claim (i) that it is not subject personally to the jurisdiction of the above-named courts , that its property is exempt or immune from attachment or execution, ; (ii) that the suit, action or proceeding is brought in an inconvenient forum , ; or (iii) that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or improper. Each Party further waives any right to a trial by such court jury.

Appears in 1 contract

Samples: Master Facilities Agreement (AMR Eagle Holding Corp)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York Delaware and to the jurisdiction of the United States District Court for the Southern District State of New York Delaware for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York Delaware or the United States District Court for the Southern District State of New York Delaware , and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 1 contract

Samples: Co Investment Agreement (Iron Horse Acquisition Corp.)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit Parties agree that all actions arising out of or relating to the jurisdiction of the state courts of New York and to the jurisdiction of this Agreement shall be brought in the United States District Court for the Southern District of New York Delaware or the Delaware Court of Chancery. Consistent with the preceding sentence, the Parties hereby (a) submit to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not relating to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, brought by any Party hereto and ( iii b) hereby irrevocably waive, and agree not to assert, assert by way of motion, as a defense, or otherwise, in any such suit, action or proceeding action, any claim that it is not subject personally to the jurisdiction of the above- above named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit action is improper, action or proceeding is improper or that this Agreement or the subject matter hereof transactions contemplated by this Agreement may not be enforced in or by such court any of the above named courts.

Appears in 1 contract

Samples: Stock Purchase Agreement (Xl Group PLC)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of situated in New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of situated in New York Jersey or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 1 contract

Samples: Consulting Agreement (DropCar, Inc.)

Jurisdiction. The parties (i) In connection with any dispute between the Parties under this Agreement, the Parties hereby irrevocably and unconditionally submit to the jurisdiction and venue of the state courts Michigan Court of New York Claims for claims brought against MEDC and to the jurisdiction circuit courts of the United States District Court State of Michigan located in Ingham County for claims brought by the Southern District of New York for MEDC against the purpose of any suit, action Company or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, API. Each Party hereby waives and (iii) hereby waive, and agree agrees not to assert, by way of motion, motion as a defense, defense or otherwise, otherwise in any such suit, action or proceeding, any claim (a) that it is not subject personally to the jurisdiction of the above-named courts such court, that its property is exempt or immune from attachment or execution, (b) that the suit, action or proceeding is brought in an inconvenient forum, (c) that the venue of the suit, action or other proceeding is improper or (d) that this Agreement or the subject matter hereof of this Agreement may not be enforced in or by such court.

Appears in 1 contract

Samples: Guaranty Agreement (Advanced Photonix Inc)

Jurisdiction. The parties (i) In connection with any dispute between the Parties under this Guaranty Agreement, the Guarantor hereby irrevocably submits to jurisdiction and unconditionally submit to the jurisdiction venue of the state courts Michigan Court of New York Claims for claims brought against MSF and to the jurisdiction circuit courts of the United States District Court State of Michigan located in Ingham County for claims brought against the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, Guarantor. Guarantor hereby waives and (iii) hereby waive, and agree agrees not to assert, by way of motion, motion as a defense, defense or otherwise, otherwise in any such suit, action or proceeding, any claim (a) that it is not subject personally to the jurisdiction of the above-named courts such court, that its property is exempt or immune from attachment or execution, (b) that the suit, action or proceeding is brought in an inconvenient forum, (c) that the venue of the suit, action or other proceeding is improper or (d) that this Guaranty Agreement or the subject matter hereof of this Guaranty Agreement may not be enforced in or by such court.

Appears in 1 contract

Samples: Guaranty Agreement (Advanced Photonix Inc)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, ( ii b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and ( iii c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court ; provided that each of the parties hereto agrees that a final judgment in any such suit, action or proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Appears in 1 contract

Samples: Forward Purchase Agreement (Mosaic Acquisition Corp.)

Jurisdiction. The parties Borrower, by its execution hereof (i) hereby irrevocably and unconditionally submit submits to the exclusive jurisdiction of the state courts State of New York Ohio and to the exclusive jurisdiction of the United States District Court for the Southern District of New York Ohio for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, the Collateral or the Loan Documents or the subject matter hereof or thereof brought by Lender, any holder of the obligations of Borrower under the Loan Documents or their respective successors or assigns, and (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree agrees not to assert, by way of motion, as a defense, defense or otherwise, in any such suit, action or proceeding, any claim that it Borrower is not subject personally to the jurisdiction of the above-named courts, that its Borrower's property is exempt or immune from attachment or execution, that any such proceeding brought in one of the suit, action or proceeding above-named courts is brought in an inconvenient forum, that the venue of any such proceeding brought in one of the suit above-named courts in improper, action or proceeding is improper or that this Agreement Agreement, the Collateral or any of the Loan Documents, or the subject matter hereof or thereof, may not be enforced in or by such court.

Appears in 1 contract

Samples: Loan Agreement (Popmail Com Inc)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally (i) submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement , ; (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York , ; and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 1 contract

Samples: Transfer and Subscription Agreement (7 Acquisition Corp)

Jurisdiction. The parties Each of the Lenders and the Borrower ( i a) hereby irrevocably and unconditionally submit submits to the exclusive jurisdiction of the any state courts of or federal court sitting in New York and to the jurisdiction of the United States District Court for the Southern District of County, New York for the purpose purposes of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for subject matter hereof brought by the Southern District of New York, Borrower or any Lender and ( iii b) hereby waive, waives and agree agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 1 contract

Samples: Term Loan Agreement (Phillips Van Heusen Corp /De/)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York Delaware and to the jurisdiction of the United States District Court for the Southern District of New York Delaware for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, ( ii b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York Delaware or the United States District Court for the Southern District of New York Delaware, and ( iii c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 1 contract

Samples: Forward Share Purchase Agreement (Big Cypress Acquisition Corp.)

Jurisdiction. The parties Each of the Investors and the Company ( i a) hereby irrevocably and unconditionally submit submits to the exclusive jurisdiction of the any state courts of or federal court sitting in New York and to the jurisdiction of the United States District Court for the Southern District of County, New York for the purpose purposes of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for subject matter hereof brought by the Southern District of New York Company, or any Investor and ( iii b) hereby waive, waives and agree agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court . [Signature Page Follows. ]

Appears in 1 contract

Samples: Investors' Rights Agreement (Phillips Van Heusen Corp /De/)