Common use of Jurisdiction Clause in Contracts

Jurisdiction. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

Appears in 14 contracts

Samples: Execution Version (Goldman Sachs Group Inc), Voting Agreement (Goldman Sachs Group Inc), Voting Agreement (Enstar Group LTD)

Jurisdiction. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or based upon this Supplemental Indenture may be instituted in connection with, this Agreement any state or the transactions contemplated hereby shall be brought Federal court in the United States District Court for Borough of Manhattan, New York, New York, and any appellate court from any thereof, and each party hereto irrevocably submits to the Southern District of New York or any New York State court sitting in New York City, so long as one non-exclusive jurisdiction of such courts shall have subject matter jurisdiction over such in any suit, action or proceeding , and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the . The parties hereby hereto irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that it may now be brought in connection with this Supplemental Indenture, including such actions, suits or hereafter have proceedings relating to the laying securities laws of the venue United States or any state thereof, in such courts whether on the grounds of any such suit venue, action residence or proceeding in any such court domicile or on the ground that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process The parties hereto agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon them, and may be served on enforced in any party anywhere in the world, whether within or without court to the jurisdiction of any which they are subject by a suit upon such court judgment.

Appears in 12 contracts

Samples: Indenture (Surgery Partners, Inc.), Batman Merger Sub (Blue Coat, Inc.), Indenture (Surgery Partners, Inc.)

Jurisdiction. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court . Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 13.01 shall be deemed effective service of process on such party.

Appears in 11 contracts

Samples: Share Subscription Agreement (Concord Medical Services Holdings LTD), Stock Purchase Agreement (Springleaf Holdings, Inc.), Investment Agreement (Banco Santander Central Hispano Sa)

Jurisdiction. The parties hereto hereby agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in the borough of Manhattan, New York City York, New York, so long as one of such courts court shall have subject matter jurisdiction over such suit, action or proceeding proceeding or, and that if it does not have subject matter jurisdiction, in any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business New York State court sitting in the State borough of Manhattan, New York, New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law Law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court . Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 6.9 shall be deemed effective service of process on such party. The parties hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the state and federal courts referred to above for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby.

Appears in 11 contracts

Samples: Investment Agreement (Anchorage Capital Group, L.L.C.), Investment Agreement (Central Pacific Financial Corp), Investment Agreement (Central Pacific Financial Corp)

Jurisdiction. The parties hereto agree that any suit and all suits, action or proceeding seeking actions and proceedings to enforce any provision of and all rights or obligations relating to the subject matter of this Supplemental Indenture, or based on to resolve any matter dispute arising out of or in connection with hereunder, this Agreement or the transactions contemplated hereby shall be brought in exclusively before the United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such or federal courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business located in the State of New York, County of New York, and each of the parties hereby irrevocably consents consent to the jurisdiction of such courts (and courts. The parties hereto hereby waive any objection to venue of the appropriate appellate courts therefrom) in any such suit, action or proceeding brought in such courts and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or claim that any such suit, action action, or proceeding which is brought in any such court has been brought in an inconvenient forum . Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court .

Appears in 9 contracts

Samples: Supplemental Indenture (Bear Stearns Companies Inc), Third Supplemental Indenture (J P Morgan Chase & Co), Second Supplemental Indenture (Bear Stearns Companies Inc)

Jurisdiction. The parties hereto hereby agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in the borough of Manhattan, New York City York, New York, so long as one of such courts court shall have subject matter jurisdiction over such suit, action or proceeding proceeding or, and that if it does not have subject matter jurisdiction, in any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business New York State court sitting in the State borough of Manhattan, New York, New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law Law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court . Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 6.11 shall be deemed effective service of process on such party. The parties hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the state and federal courts referred to above for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby.

Appears in 9 contracts

Samples: Investment Agreement (Anchorage Advisors, LLC), Investment Agreement (Hampton Roads Bankshares Inc), Investment Agreement (DBD Cayman, Ltd.)

Jurisdiction. The Each of the parties hereto agree that submits to the jurisdiction of any New York State Court or Federal Court of the United States of America sitting in New York, New York and any appellate court from any such court, in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or relating to this Agreement, or for recognition or enforcement of any judgment. All claims in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District respect of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding proceeding may be brought, heard and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business determined in the such New York State of New York Court or, and each of the parties hereby irrevocably consents to the jurisdiction of extent permitted by law, in such courts (and of the appropriate appellate courts therefrom) Federal Court. Final judgment in any such suit, action or proceeding will be conclusive and irrevocably may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties waives, to the fullest extent permitted by law it may legally and effectively do so, any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement in any New York State Court or Federal Court sitting in New York, New York. Each of the parties waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

Appears in 9 contracts

Samples: Investment Agreement (Clipper Realty Inc.), Investment Agreement (Clipper Realty Inc.), Investment Agreement (Clipper Realty Inc.)

Jurisdiction. The parties hereto agree that any Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Put Option Agreement or the transactions contemplated hereby shall may be brought against any of the parties in the any United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Put Option Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom courts) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now have or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court laid therein or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court . Without limiting the foregoing, each party agrees that service of process on such party as provided in ‎Section 8.02 shall be deemed effective service of process on such party.

Appears in 8 contracts

Samples: Put Option Agreement (Repsol Ypf Sa), Put Option Agreement (Repsol Ypf Sa), Put Option Agreement (Repsol Ypf Sa)

Jurisdiction. The parties hereto agree that With respect to any suit, action or proceeding seeking proceedings relating to enforce any provision of, this Amendment Agreement or based on any matter between the parties arising out of under or in connection with with this Amendment Agreement (Proceedings), this Agreement or each party irrevocably: (i) submits to the transactions contemplated hereby shall be brought non-exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan and the United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts any appellate court from any thereof; and ( and of the appropriate appellate courts therefrom ii) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, waives any objection that which it may now or hereafter have at any time to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is Proceedings brought in any such court has court, waives any claim that such Proceedings have been brought in an inconvenient forum forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party. Process Nothing in this Amendment Agreement precludes any party from bringing Proceedings in any such suit other jurisdiction, action nor will the bringing of Proceedings in any one or proceeding may be served on more jurisdictions preclude the bringing of Proceedings in any party anywhere in the world, whether within or without the jurisdiction of any such court other jurisdiction.

Appears in 8 contracts

Samples: 2002 Isda Master Agreement (CM Finance Inc), Isda Master Agreement, Second Amendment Agreement (CM Finance Inc)

Jurisdiction. The parties hereto Parties agree that to submit to the exclusive jurisdiction of the Supreme Court of the State of New York and the Federal District Court located in the Borough of Manhattan, State of New York, and any suit court of appeal from either thereof, in connection with any action or other proceeding seeking relating to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, hereby. Each Party irrevocably waives and that any cause of action arising out of this Agreement shall be deemed agrees not to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives make, to the fullest extent permitted by law Law, any objection that which it may now or hereafter have to the jurisdiction of any such court or to the laying of the venue of any such suit, action or proceeding brought in any such court or and any claim that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum . Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court .

Appears in 7 contracts

Samples: Limited Liability Company Agreement (Clearway Energy LLC), Assignment and Assumption Agreement (NRG Yield, Inc.), Limited Liability Company Agreement (Clearway Energy, Inc.)

Jurisdiction. The parties hereto hereby agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in the borough of Manhattan, New York City York, New York, so long as one of such courts court shall have subject matter jurisdiction over such suit, action or proceeding proceeding or, and that if it does not have subject matter jurisdiction, in any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business New York State court sitting in the State borough of Manhattan, New York, New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law Law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court . Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 6.10 shall be deemed effective service of process on such party. The parties hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the state and federal courts referred to above for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby.

Appears in 7 contracts

Samples: Investment Agreement (Hampton Roads Bankshares Inc), Investment Agreement (Hampton Roads Bankshares Inc), Securities Purchase Agreement (Hampton Roads Bankshares Inc)

Jurisdiction. The parties hereto agree that any suit Any legal action, action suit or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, relating to this Agreement or the transactions contemplated hereby shall may only be brought instituted in the United States District Court for the Southern District of New York any state or any New York State federal court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, York and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, party waives any objection that it which such party may now or hereafter have to the laying of the venue of any such suit action, action suit or proceeding in any such court or that any such suit proceeding, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without and irrevocably submits to the jurisdiction of any such court court in any such action, suit or proceeding.

Appears in 6 contracts

Samples: Intellectual Property Assignalbility Agreement (Glimpse Group, Inc.), Intellectual Property Agreement (Glimpse Group, Inc.), Master Acquisition Agreement (Glimpse Group, Inc.)

Jurisdiction. The parties hereto agree that With respect to any suit, action or proceeding seeking proceedings relating to enforce any provision of, this Agreement or based on any matter among the parties arising out of under or in connection with, with this Agreement or (“Proceedings”), each party irrevocably: (i) submits to the transactions contemplated hereby shall be brought in non-exclusive jurisdiction of the courts of the State of New York and the United States District Court for located in the Southern District Borough of New York or any New York State court sitting Manhattan in New York City , so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, ; and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts ( and of the appropriate appellate courts therefrom ii) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, waives any objection that which it may now or hereafter have at any time to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is Proceedings brought in any such court has court, waives any claim that such Proceedings have been brought in an inconvenient forum forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party. Process Nothing in this Agreement precludes either party from bringing Proceedings in any such suit other jurisdiction, action nor will the bringing of Proceedings in any one or proceeding may be served on more jurisdictions preclude the bringing of Proceedings in any party anywhere in the world, whether within or without the jurisdiction of any such court other jurisdiction.

Appears in 6 contracts

Samples: Control Agreement (FS Investment Corp II), Securities Account Control Agreement (FS Investment CORP), Account Control Agreement (New Mountain Finance Corp)

Jurisdiction. The Each of the parties hereto agree that submits to the exclusive jurisdiction of the courts of the State of New York and the courts of the United States of America located in the State of New York over any suit, action or proceeding seeking with respect to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such hereby. Any suit, action or proceeding and irrevocably waives with respect to this Agreement may be brought only in the courts of the State of New York or the courts of the United States of America, to in each case located in the fullest extent permitted by law Borough of Manhattan, City of New York, State of New York. Each of the parties hereto waives any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been was brought in an inconvenient forum forum and agrees not to plead or claim the same. Process The Company agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company and may be served on enforced in any party anywhere in the world, whether within or without court to the jurisdiction of any which Company is subject by a suit upon such court judgment.

Appears in 6 contracts

Samples: Letter Agreement (Apellis Pharmaceuticals, Inc.), Letter Agreement (Apellis Pharmaceuticals, Inc.), Letter Agreement (Apellis Pharmaceuticals, Inc.)

Jurisdiction. The parties hereto agree that any Any legal suit, action or proceeding seeking to enforce against any provision of, or based on any matter party hereto arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of relating to this Agreement shall be deemed to have arisen from instituted in a transaction of business federal or state court in Dade County or Broward County in the State of New York, Florida and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, party hereto waives any objection that which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any and each party anywhere in the world, whether within or without hereto irrevocably submits to the jurisdiction of any such court court in any suit, action or proceeding.

Appears in 6 contracts

Samples: Employment Agreement (Avatar Holdings Inc), Employment Agreement (Avatar Holdings Inc), Employment Agreement (Avatar Holdings Inc)

Jurisdiction. The parties hereto agree that any Any legal suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, based upon or relating to this Agreement or the transactions contemplated hereby shall be brought instituted in the federal courts of the United States District Court for of America or the Southern District courts of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York Utah in each case located in the City of Salt Lake and County of Salt Lake, and each of the parties hereby party irrevocably consents submits to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding. Service of process, summons, notice or other document by certified mail in accordance with Section 7 shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and irrevocably waives, to the fullest extent permitted by law, unconditionally waive any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum . Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court .

Appears in 6 contracts

Samples: Letter Agreement (Pluralsight, Inc.), Letter Agreement (Pluralsight, Inc.), Letter Agreement (Pluralsight, Inc.)

Jurisdiction. The parties hereto agree that Each Party hereby irrevocably submits to the personal jurisdiction of any state or federal court sitting in the State of Utah, County of Salt Lake, in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or relating to any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties Assignment Agreement. Each Party hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by applicable law, any objection which that it Party may now raise now, or hereafter have later have, to the laying of the venue of any such suit, action or proceeding brought in such a court and any such court or claim that any such suit, action or proceeding which is brought in any such a court has been brought in an inconvenient forum. Process Each Party agrees that, to the fullest extent permitted by applicable law, a final judgment in any such suit, action action, or proceeding brought in such a court will be conclusive and binding upon such Party, and may be served on enforced in any party anywhere in the world, whether within or without court of the jurisdiction of any in which such court Party is or may be subject by a suit upon such judgment.

Appears in 6 contracts

Samples: Trademark Assignment Agreement (Vivint Solar, Inc.), Trademark Assignment Agreement (Vivint Solar, Inc.), Trademark Assignment Agreement (Vivint Solar, Inc.)

Jurisdiction. The parties hereto agree that With respect to any suit lawsuit, action action, proceeding or proceeding seeking claim relating to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or any other agreement between United and Contractor (hereinafter, any such lawsuit, action, proceeding or claim is referred to as a “Lawsuit”), each of the transactions contemplated hereby shall be brought in parties hereto irrevocably (i) submits to the exclusive jurisdiction of the courts of the State of Illinois and the United States District Court for located in the Southern District City of New York or any New York State court sitting in New York City Chicago, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding Illinois, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts ( and of the appropriate appellate courts therefrom ii) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, waives any objection that which it may now or hereafter have at any time to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is Lawsuit brought in any such court court, waives any claim that any Lawsuit has been brought in an any inconvenient forum , and further waives the right to object, with respect to any Lawsuit, that such court does not have jurisdiction over such party. Process Nothing in this Agreement precludes either party hereto from bringing Lawsuits in any such suit, action or proceeding may be served on other jurisdiction in order to enforce any party anywhere judgment obtained in any Lawsuit referred to in the world preceding sentence, whether within nor will the bringing of such enforcement Lawsuit in any one or without more jurisdictions preclude the jurisdiction bringing of any such court enforcement Lawsuit in any other jurisdiction.

Appears in 6 contracts

Samples: United Expressò Agreement (Republic Airways Holdings Inc), United Expressò Agreement (Republic Airways Holdings Inc), United Expressò Agreement (Republic Airways Holdings Inc)

Jurisdiction. The parties hereto agree that irrevocably submit to the exclusive jurisdiction of any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or federal court sitting in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York State state court sitting located in New York City County, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in over any such suit, action or proceeding and irrevocably waives, arising out of or relating to this Agreement. To the fullest extent permitted they may effectively do so under applicable law, the parties hereto irrevocably waive and agree not to assert, by law way of motion, as a defense or otherwise, any claim that they are not subject to the jurisdiction of any such court, any objection that it they may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court or and any claim that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum . Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court .

Appears in 6 contracts

Samples: Private Placement Warrants Purchase Agreement (Artius Acquisition Inc.), Private Placement Warrants Purchase Agreement (Angel Pond Holdings Corp), Private Placement Warrants Purchase Agreement (Artius Acquisition Inc.)

Jurisdiction. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in New York City the Borough of Manhattan, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

Appears in 6 contracts

Samples: Reorganization Agreement (Signify Health, Inc.), Management Incentive Unit Agreement (BRP Group, Inc.), Reorganization Agreement (Weber Inc.)

Jurisdiction. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall may only be brought in the United States District Court for the Southern District of New York or any New York State court sitting in the Borough of Manhattan in New York City , so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York , and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

Appears in 5 contracts

Samples: Note Subscription Agreement (Berkshire Hills Bancorp Inc), Issuing and Paying Agency Agreement (Customers Bancorp, Inc.), Share Subscription Agreement (KKR Financial Holdings LLC)

Jurisdiction. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

Appears in 5 contracts

Samples: Waiver and Rights Agreement (Altair Nanotechnologies Inc), Waiver and Rights Agreement (Al Yousuf LLC), Voting Agreement (Canon Investment Holdings Ltd.)

Jurisdiction. The parties hereto agree that any Any suit, action or proceeding seeking against the Optionee with respect to enforce any provision of this Agreement, or based on any matter arising out judgment entered by any court in respect of or in connection with any thereof, this Agreement or the transactions contemplated hereby shall may be brought in the United States District Court for the Southern District any court of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter competent jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of Delaware (or if the Company reincorporates in another state, in that state) or New York, as the Company may elect in its sole discretion, and each of the parties Optionee hereby irrevocably consents submits to the non-exclusive jurisdiction of such courts (and for the purpose of the appropriate appellate courts therefrom) in any such suit, action action, proceeding or proceeding and judgment. The Optionee hereby irrevocably waives, to the fullest extent permitted by law, waives any objection that it objections which he may now or hereafter have to the laying of the venue of any such suit, action or proceeding arising out of or relating to this Agreement brought in any such court of competent jurisdiction in the State of Delaware (or if the Company reincorporates in another state, in that state) or New York, and hereby further irrevocably waives any claim that any such suit, action or proceeding which is brought in any such court has been brought in an any inconvenient forum. Process No suit, action or proceeding against the Company with respect to this Agreement may be brought in any court, domestic or foreign, or before any similar domestic or foreign authority other than in a court of competent jurisdiction in the State of Delaware (or if the Company reincorporates in another state, in that state) or New York, and the Optionee hereby irrevocably waives any right which he may otherwise have had to bring such an action in any other court, domestic or foreign, or before any similar domestic or foreign authority. The Company hereby submits to the jurisdiction of such courts for the purpose of any such suit, action or proceeding. The Optionee hereby irrevocably and unconditionally waives trial by jury in any legal action or proceeding may be served on in relation to this Agreement and for any party anywhere in the world, whether within or without the jurisdiction of any such court counterclaim therein.

Appears in 5 contracts

Samples: Option Plan (Amphenol Corp /De/), Non Qualified Stock Option Agreement (Amphenol Corp /De/), Non Qualified Stock Option Agreement (Amphenol Corp /De/)

Jurisdiction. Each Obligor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The parties hereto agree that City of New York, over any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, relating to this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York Amendment or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to other Financing Agreement. To the fullest extent permitted by applicable law , each Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court or and any claim that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum . Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court .

Appears in 5 contracts

Samples: Letter of Credit Agreement (UTi WORLDWIDE INC), Draw Agreement (UTi WORLDWIDE INC), Letter of Credit Agreement (UTi WORLDWIDE INC)

Jurisdiction. The parties hereto agree that any Any legal suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, based upon this Agreement or the transactions contemplated hereby shall must be brought instituted in any State or U.S. federal court in the United States District Court for the Southern District City of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State County of New York, and each of the parties hereby party irrevocably consents submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court, as to which such jurisdiction is non-exclusive) of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding proceeding. The parties irrevocably and irrevocably waives, to the fullest extent permitted by law, unconditionally waive any objection that it may now or hereafter have to the laying of the venue of any such suit, action or other proceeding in such courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court or that any such suit, action or other proceeding which is brought in any such court has been brought in an inconvenient forum . Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court .

Appears in 5 contracts

Samples: Spartan Acquisition Corp. III, Spartan Acquisition Corp. IV, Spartan Acquisition Corp. IV

Jurisdiction. The parties hereto agree that Except as otherwise expressly provided in this Agreement, any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall may be brought in any court of competent jurisdiction in the Borough of Manhattan, New York and the United States District Court for the Southern District of New York or any New York State (assuming that such court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, otherwise has jurisdiction) and each of the parties hereby irrevocably consents to the non-exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law Law, any objection that which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

Appears in 5 contracts

Samples: Asset Purchase Agreement (American Lawyer Media Inc), Purchase Agreement (American Lawyer Media Inc), Stock Purchase Agreement (University Girls Calendar LTD)

Jurisdiction. The parties hereto hereby agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in the borough of Manhattan, New York City York, New York, so long as one of such courts court shall have subject matter jurisdiction over such suit, action or proceeding proceeding or, and that if it does not have subject matter jurisdiction, in any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business New York State court sitting in the State borough of Manhattan, New York, New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law Law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court . . Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 6.8 shall be deemed effective service of process on such party. The parties hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the state and federal courts referred to above for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby

Appears in 5 contracts

Samples: Subscription Agreement (Central Pacific Financial Corp), Subscription Agreement (Broadway Financial Corp \De\), Subscription Agreement (Broadway Financial Corp \De\)

Jurisdiction. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, based upon this Agreement or the transactions contemplated hereby shall be brought instituted in the United States District Court for the Southern District any State or U.S. federal court in The City of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State County of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, waive any objection that it which they may now or hereafter have to the laying of the venue of any such proceeding, and irrevocably submit to the exclusive jurisdiction of such courts in any suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court proceeding.

Appears in 5 contracts

Samples: SemGroup Corp, SemGroup Corp, SemGroup Corp

Jurisdiction. The Except as otherwise expressly provided in this Agreement, the parties hereto agree that any action, suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with relating to, this Agreement or the transactions contemplated hereby shall can only be brought in federal court sitting in the United States District Court for the Southern Eastern District of New York or or, if such court does not have jurisdiction, any New York State district court sitting in the Borough of Manhattan, New York City County, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereto hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such action, suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law Law, any objection that it may now or hereafter have to the laying of the venue of any such action, suit, action or proceeding in any such court or that any such action, suit, action or proceeding which that is brought in any such court has been brought in an inconvenient forum . Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court .

Appears in 5 contracts

Samples: Common Stock Purchase Agreement (Landmark Apartment Trust of America, Inc.), Securities Purchase Agreement (Landmark Apartment Trust of America, Inc.), Securities Purchase Agreement (Landmark Apartment Trust of America, Inc.)

Jurisdiction. The parties hereto hereby agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby hereby, whether in contract, tort or otherwise, shall be brought in the United States District Court for the Southern District of New York Delaware or any New York in the Court of Chancery of the State of Delaware (or, if such court sitting lacks subject matter jurisdiction, in New York City the Superior Court of the State of Delaware), so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause case of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York Delaware, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum form. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (STR Holdings, Inc.), Joinder Agreement (STR Holdings, Inc.), Agreement and Plan of Merger (STR Holdings (New) LLC)

Jurisdiction. (a) The parties hereto Parties agree that any suit, action or proceeding Proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement (including any matter involving any Financing Source) or the transactions contemplated hereby (whether brought by any Party or any of its Affiliates or against any Party or any of its Affiliates) shall be brought exclusively in the United States District Court for of Chancery of the Southern District State of New York or Delaware or, if such court shall not have jurisdiction, exclusively in any New York State federal court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business located in the State of New York Delaware or other Delaware state court, and each of the parties Parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding Proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding Proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum; provided that, notwithstanding the foregoing, the Parties agree that in connection with any suit, action or other Proceeding to which is the Financing Sources are a party shall be subject to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the Borough of Manhattan or, if such court shall not have jurisdiction, in the state courts of the State of New York located in New York County, and each of the Parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Proceeding and irrevocably waives to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such Proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding Proceeding may be served on any party Party anywhere in the world, whether within or without the jurisdiction of any such court . Without limiting the foregoing, each Party agrees that service of process on such Party as provided in Section 11.01 shall be deemed effective service of process on such Party.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Amc Entertainment Holdings, Inc.), Agreement and Plan of Merger (Amc Entertainment Inc), Agreement and Plan of Merger (Carmike Cinemas Inc)

Jurisdiction. The parties hereto agree that any Any suit, action or proceeding seeking against the Optionee with respect to enforce any provision of this Agreement, or based on any matter arising out of or judgment entered by any court in connection with respect thereof, this Agreement or the transactions contemplated hereby shall may be brought in the United States District Court for the Southern District any court of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter competent jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York Connecticut (or if the Company moves its corporate headquarters to another state, in that state), and each of the parties Optionee hereby irrevocably consents submits to the non-exclusive jurisdiction of such courts (and for the purpose of the appropriate appellate courts therefrom) in any such suit, action action, proceeding or proceeding and judgment. The Optionee hereby irrevocably waives, to the fullest extent permitted by law, waives any objection that it objections which he may now or hereafter have to the laying of the venue of any such suit, action or proceeding arising out of or relating to this Agreement brought in any such court of competent jurisdiction in the State of Connecticut (or if the Company moves its corporate headquarters to another state, in that state), and hereby further irrevocably waives any claim that any such suit, action or proceeding which is brought in any such court has been brought in an any inconvenient forum. Process No suit, action or proceeding against the Company with respect to this Agreement may be brought in any court, domestic or foreign, or before any similar domestic or foreign authority other than in a court of competent jurisdiction in the State of Connecticut (or if the Company moves its corporate headquarters to another state, in that state), and the Optionee hereby irrevocably waives any right which he may otherwise have had to bring such an action in any other court, domestic or foreign, or before any similar domestic or foreign authority. The Company hereby submits to the jurisdiction of such courts for the purpose of any such suit, action or proceeding. The Optionee hereby irrevocably and unconditionally waives trial by jury in any legal action or proceeding may be served on in relation to this Agreement and for any party anywhere in the world, whether within or without the jurisdiction of any such court counterclaim therein.

Appears in 4 contracts

Samples: Non Qualified Stock Option Agreement (Amphenol Corp /De/), Non Qualified Stock Option Grant Agreement (Amphenol Corp /De/), 2009 Non Qualified Stock Option Grant Agreement (Amphenol Corp /De/)

Jurisdiction. The All legal actions to enforce or interpret the provisions of this Agreement shall be filed in a court of the State of Georgia or of the United States District Court having jurisdiction over Fulton County, Georgia. All parties hereto agree that irrevocably waive any objection they may have to the laying of venue of any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be relating hereto brought in the United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit court, action or proceeding and irrevocably waives, to the fullest extent permitted by law, waive any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or claim that any such suit, action or proceeding which is so brought in any such court has been brought in an inconvenient forum forum and further waive the right to object that such court does not have jurisdiction over such party. Process in any such No party shall bring a suit, action or proceeding may be served on in respect of this Agreement in any party anywhere in the world, whether within or without the other jurisdiction of any such court than as aforesaid.

Appears in 4 contracts

Samples: Registration Rights Agreement (Harbinger Corp), Registration Rights Agreement (Harbinger Corp), Registration Rights Agreement (Centennial Healthcare Corp)

Jurisdiction. The parties hereto hereby agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

Appears in 4 contracts

Samples: Investor Rights Agreement (vTv Therapeutics Inc.), Investor Rights Agreement (vTv Therapeutics Inc.), Investor Rights Agreement (Global Brass & Copper Holdings, Inc.)

Jurisdiction. The parties hereto agree that any Any suit, action or proceeding seeking against the Optionee with respect to enforce any provision of this Agreement, or based on any matter arising out judgment entered by any court in respect of or in connection with any thereof, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District any court of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter competent jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, as the Company may elect in its sole discretion, and each of the parties Optionee hereby irrevocably consents submits to the non-exclusive jurisdiction of such courts (and for the purpose of the appropriate appellate courts therefrom) in any such suit, action action, proceeding or proceeding and judgment. The Optionee hereby irrevocably waives, to the fullest extent permitted by law, waives any objection that it objections which he may now or hereafter have to the laying of the venue of any such suit, action or proceeding arising out of or relating to this Agreement brought in any such court or of competent jurisdiction in the State of New York, and hereby further irrevocably waives any claim that any such suit, action or proceeding which is brought in any such court has been brought in an any inconvenient forum. Process No suit, action or proceeding against the Company with respect to this Agreement may be brought in any court, domestic or foreign, or before any similar domestic or foreign authority other than in a court of competent jurisdiction in the State of New York, and the Optionee hereby irrevocably waives any right which he may otherwise have had to bring such an action in any other court, domestic or foreign, or before any similar domestic or foreign authority. The Company hereby submits to the jurisdiction of such courts for the purpose of any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court proceeding.

Appears in 4 contracts

Samples: Non Qualified Stock Option Agreement (L 3 Communications Holdings Inc), Non Qualified Stock Option Agreement (L 3 Communications Holdings Inc), Grant Agreement (Peabody Energy Corp)

Jurisdiction. The parties hereto agree that any Any legal suit, action or proceeding seeking to enforce against any provision of, or based on any matter party hereto arising out of or in connection with, relating to this Agreement or (including the transactions contemplated hereby Retention Account Procedures) shall be brought instituted in the United States District Court for the Southern District of New York a federal or any New York State state court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action Dade County or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business Broward County in the State of New York, Florida and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, party hereto waives any objection that which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any and each party anywhere in the world, whether within or without hereto irrevocably submits to the jurisdiction of any such court court in any suit, action or proceeding.

Appears in 4 contracts

Samples: Employment Agreement (Avatar Holdings Inc), Employment Agreement (Avatar Holdings Inc), Employment Agreement (Avatar Holdings Inc)

Jurisdiction. The parties hereto agree that any Any suit, action or proceeding seeking against the Optionee with respect to enforce any provision of this Agreement, or based on any matter arising out judgment entered by any court in respect of or in connection with any thereof, this Agreement or the transactions contemplated hereby shall may be brought in the United States District Court for the Southern District any court of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter competent jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of Delaware (or if the Company reincorporates in another state, in that state) or New York, as the Company may elect in its sole discretion, and each of the parties Optionee hereby irrevocably consents submits to the non-exclusive jurisdiction of such courts (and for the purpose of the appropriate appellate courts therefrom) in any such suit, action action, proceeding or proceeding and judgment. The Optionee hereby irrevocably waives, to the fullest extent permitted by law, waives any objection that it objections which he may now or hereafter have to the laying of the venue of any such suit, action or proceeding arising out of or relating to this Agreement brought in any such court of competent jurisdiction in the State of Delaware (or if the Company reincorporates in another state, in that state) or New York, and hereby further irrevocably waives any claim that any such suit, action or proceeding which is brought in any such court has been brought in an any inconvenient forum. Process No suit, action or proceeding against the Company with respect to this Agreement may be brought in any court, domestic or foreign, or before any similar domestic or foreign authority other than in a court of competent jurisdiction in the State of Delaware (or if the Company reincorporates in another state, in that state) or New York, and the Optionee hereby irrevocably waives any right which he may otherwise have had to bring such an action in any other court, domestic or foreign, or before any similar domestic or foreign authority. The Company hereby submits to the jurisdiction of such courts for the purpose of any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court proceeding.

Appears in 4 contracts

Samples: Non Qualified Stock Option Agreement (Evenflo Co Inc), Non Qualified Stock Option Agreement (Spalding Holdings Corp), Non Qualified Stock Option Agreement (Evenflo & Spalding Holdings Corp)

Jurisdiction. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter Any legal proceedings arising out of any of the transactions or in connection with, obligations contemplated by this Agreement or the transactions contemplated hereby shall may be brought in the Court of Chancery of the State of Delaware or the United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding Delaware, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, appellate courts therefrom. The parties hereto irrevocably and each of the parties hereby irrevocably consents unconditionally: (a) submit to the jurisdiction of such courts and agree to take any and all future action necessary to submit to such jurisdiction; ( and of the appropriate appellate courts therefrom b) in waive any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it obligation which they may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such courts; and (c) waive any such court or claim that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum . Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court .

Appears in 4 contracts

Samples: Stockholders’ Agreement, Investors’ Rights Agreement (Capital Park Holdings Corp.), Stockholders’ Agreement (Capital Park Holdings Corp.)

Jurisdiction. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or in any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a the transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without outside of the jurisdiction of any such court . Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 16 shall be deemed effective service of process on such party.

Appears in 4 contracts

Samples: Tax Matters Agreement (V F Corp), Tax Matters Agreement (Kontoor Brands, Inc.), Tax Matters Agreement (Kontoor Brands, Inc.)

Jurisdiction. The parties hereto agree that With respect to any suit, action or proceeding seeking proceedings relating to enforce any provision of, this Agreement or based on any matter between the parties arising out of under or in connection with, with this Agreement or (Proceedings), each party irrevocably: (a) submits to the transactions contemplated hereby shall be brought in non-exclusive jurisdiction of the courts of the State of New York and the United States District Court for located in the Southern District Borough of New York or any New York State court sitting Manhattan in New York City , so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, ; and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts ( and of the appropriate appellate courts therefrom b) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, waives any objection that which it may now or hereafter have at any time to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is Proceedings brought in any such court has court, waives any claim that such Proceedings have been brought in an inconvenient forum forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party. Process Nothing in this Agreement precludes either party from bringing Proceedings in any such suit other jurisdiction, action nor will the bringing of Proceedings in any one or proceeding may be served on more jurisdictions preclude the bringing of Proceedings in any party anywhere in the world, whether within or without the jurisdiction of any such court other jurisdiction.

Appears in 4 contracts

Samples: Account Control Agreement (CM Finance Inc), Account Control Agreement (FS Investment CORP), Account Control Agreement (FS Investment Corp II)

Jurisdiction. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Voting Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York Delaware or any New York Delaware State court sitting in New York City Wilmington, so long as one of such courts shall have Delaware having subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York jurisdiction, and each of the parties hereby irrevocably consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

Appears in 4 contracts

Samples: Acquiror Stockholder Voting Agreement (Rare Medium Group Inc), Voting Agreement (Motient Corp), Voting Agreement (Motient Corp)

Jurisdiction. The parties hereto agree that any suit and all suits, action or proceeding seeking actions and proceedings to enforce any provision of and all rights or obligations relating to the subject matter of this Amendment, or based on to resolve any matter dispute arising out of or in connection with hereunder, this Agreement or the transactions contemplated hereby shall be brought in exclusively before the United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such or federal courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business located in the State of New York, County of New York, and each of the parties hereby irrevocably consents consent to the jurisdiction of such courts (and courts. The parties hereto hereby waive any objection to venue of the appropriate appellate courts therefrom) in any such suit, action or proceeding brought in such courts and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or claim that any such suit, action action, or proceeding which is brought in any such court has been brought in an inconvenient forum . Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court .

Appears in 3 contracts

Samples: J P Morgan Chase & Co, Bear Stearns Companies Inc, J P Morgan Chase & Co

Jurisdiction. The Each of the parties hereto agree irrevocably and unconditionally (i) agrees that any legal suit, action or proceeding seeking to enforce brought by any provision of, or based on any matter party hereto arising out of or in connection with, based upon this Agreement or the transactions contemplated hereby shall may be brought in the Courts of the State of New Jersey or the United States District Court for the Southern District of New York or any Jersey (each, a "New York State court sitting in New York City Jersey Court"), so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts ( and of the appropriate appellate courts therefrom ii) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law it may effectively do so, any objection that which it may now or hereafter have to the laying of the venue of any such suit proceeding brought in any New Jersey Court, and any claim that any such action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court New Jersey Court has been brought in an inconvenient forum . Process , and (iii) submits to the non-exclusive jurisdiction of New Jersey Courts in any such suit, action or proceeding. Each of the parties agrees that a judgment in any suit, action or proceeding brought in a New Jersey Court shall be conclusive and binding upon it and may be served on enforced in any party anywhere in the world other courts to whose jurisdiction it is or may be subject, whether within or without the jurisdiction of any by suit upon such court judgment.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Ciber Inc), Agreement and Plan of Merger (Ciber Inc), Voting and Option Agreement (Ciber Inc)

Jurisdiction. The Each of the parties hereto agree irrevocably and unconditionally (i) agrees that any legal suit, action or proceeding seeking to enforce brought by any provision of, or based on any matter party hereto arising out of or in connection with, based upon this Agreement or the transactions contemplated hereby shall may be brought in the Courts of the State of Tennessee or any United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in located within the State of New York Tennessee (each, and each of the parties hereby irrevocably consents to the jurisdiction of such courts a "Tennessee Court"), ( and of the appropriate appellate courts therefrom ii) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law it may effectively do so, any objection that which it may now or hereafter have to the laying of the venue of any such suit proceeding brought in any Tennessee Court, and any claim that any such action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court Tennessee Court has been brought in an inconvenient forum . Process , and (iii) submits to the non-exclusive jurisdiction of Tennessee Courts in any such suit, action or proceeding. Each of the parties agrees that a judgment in any suit, action or proceeding brought in a Tennessee Court shall be conclusive and binding upon it and may be served on enforced in any party anywhere in the world other courts to whose jurisdiction it is or may be subject, whether within or without the jurisdiction of any by suit upon such court judgment.

Appears in 3 contracts

Samples: Voting and Option Agreement (Ciber Inc), Voting and Option Agreement (Ciber Inc), Voting and Option Agreement (SCB Computer Technology Inc)

Jurisdiction. The parties hereto agree that any action, suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with relating to, this Agreement or the transactions contemplated hereby shall can only be brought in the United States District Court for federal court sitting in the Southern District of New York or or, if such court does not have jurisdiction, any New York State state court sitting in the Borough of Manhattan, New York City County, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereto hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such action, suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law Law, any objection that it may now or hereafter have to the laying of the venue of any such action, suit, action or proceeding in any such court or that any such action, suit, action or proceeding which that is brought in any such court has been brought in an inconvenient forum . Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court .

Appears in 3 contracts

Samples: Stock Purchase Agreement (Fidelity National Financial Inc /De/), Stock Purchase Agreement (Fidelity National Financial Inc /De/), Stock Purchase Agreement (Fidelity National Financial Inc /De/)

Jurisdiction. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall hereby, whether in contract, tort or otherwise, must be brought in the United States District Court for the Southern Western District of New York North Carolina or any New York in the courts of the State court sitting of North Carolina located in New York City Charlotte, North Carolina, so long as one of such courts shall have has subject matter jurisdiction over such suit, action or proceeding , and that any . Any cause of action arising out of this Agreement shall be is deemed to have arisen from a transaction of business in the State of New York, and each North Carolina. Each of the parties hereby irrevocably consents to the personal jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum form. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

Appears in 3 contracts

Samples: Executive Employment Agreement (Piedmont Lithium Inc.), Executive Employment Agreement (Piedmont Lithium Inc.), Executive Employment Agreement (Piedmont Lithium Inc.)

Jurisdiction. The parties hereto agree that any suit (a) Any action, action lawsuit or proceeding seeking with respect to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall may be brought only in the United States District Court for courts of the Southern District State of New York or any New York State court sitting in New York City, so long as one the courts of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause the United States of action arising out of this Agreement shall be deemed to have arisen from a transaction of business America located in the State of New York, and in each case, located in the Borough of the parties hereby irrevocably consents to the jurisdiction Manhattan, City of such courts (and New York, State of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, New York. The Company waives any objection that it may now or hereafter have to the laying of the venue of any such suit action, action lawsuit or proceeding in any such court or that any such suit action, action lawsuit or proceeding which is brought in any such court has been was brought in an inconvenient forum. Process in any such suit, action court and agrees not to plead or proceeding may be served on any party anywhere in claim the world, whether within or without the jurisdiction of any such court same.

Appears in 3 contracts

Samples: Dealer Manager Agreement (C&d Technologies Inc), Dealer Manager Agreement (Skyline Medical Inc.), Dealer Manager Agreement (Skyline Medical Inc.)

Jurisdiction. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, with this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court or that any such suit, action or proceeding which is brought in any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court . Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 12.01 shall be deemed effective service of process.

Appears in 3 contracts

Samples: License Agreement (Aradigm Corp), Restructuring Agreement (Novo Nordisk a S), License Agreement (Aradigm Corp)

Jurisdiction. The parties hereto to this Agreement agree that any suit, action or proceeding seeking to enforce any provision arising out of, or based on any matter arising out of or in connection with with respect to, this Agreement (or any of the transactions contemplated hereby agreements or documents executed in connection herewith) or any judgment entered by any court in respect thereof shall be brought in the United States courts of the County of Suffolk, Boston, Commonwealth of Massachusetts, or in the U.S. District Court for Massachusetts and the Southern District parties hereto hereby irrevocably accept the exclusive personal jurisdiction of New York or those courts for the purpose of any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding . In addition, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereto each hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that which he or it may now or hereafter have to the laying of the venue of any such suit, action or proceeding arising out of or relating to this Agreement (or any of the agreements or documents executed in connection herewith) or any judgment entered in respect thereof brought in any such court located in the County of Suffolk, Boston, Commonwealth of Massachusetts, or in the U.S. District Court for Massachusetts and hereby further irrevocably waives any claim that any such suit, action or proceeding which is proceedings brought in any such court has been brought in an inconvenient forum . Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court .

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Boston Therapeutics, Inc.), Agreement and Plan of Merger (Boston Therapeutics, Inc.), Agreement and Plan of Merger (AVANYX Therapeutics, Inc.)

Jurisdiction. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out the courts of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York York, or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State county of New York, New York, are to have non-exclusive jurisdiction to settle any disputes (including claims for set-off and each of counterclaims) which may arise in connection with the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) legal relationships established by this Guarantee or otherwise arising in connection with this Guarantee. Nothing herein will prevent either party from bringing suit in any other appropriate jurisdiction. MAL further consents that any such suit, action or proceeding may be brought in such courts and irrevocably waives, to the fullest extent permitted by law, waives any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been was brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in inappropriate court and agrees not to plead or claim the world, whether within or without the jurisdiction of any such court same.

Appears in 3 contracts

Samples: Aircraft Lease Agreement (Controladora Vuela Compania De Aviacion, S.A.B. De C.V.), Aircraft Lease Agreement (Controladora Vuela Compania De Aviacion, S.A.B. De C.V.), Aircraft Lease Agreement (Controladora Vuela Compania De Aviacion, S.A.B. De C.V.)

Jurisdiction. The parties hereto agree that Company irrevocably submits to the non-exclusive jurisdiction of any New York State or Federal court sitting in the City of New York over any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, relating to this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby Securities or Conversion Shares. To the fullest extent it may effectively do so under applicable law, the Company irrevocably consents waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court or and any claim that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum . Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court .

Appears in 3 contracts

Samples: Purchase Agreement (Wasserstein & Co Inc), Voting Agreement (Alliance Entertainment Corp), Voting Agreement (Bianco Joseph J)

Jurisdiction. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern Middle District of New York Florida or any New York State court the Circuit Court of Florida sitting in New York City Duval County, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York Florida, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Florida East Coast Industries Inc), Stock Purchase Agreement (Dupont Alfred I Testamentary Trust), Stock Purchase Agreement (Florida East Coast Industries Inc)

Jurisdiction. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or in any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a the transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without outside of the jurisdiction of any such court . Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 6.01 shall be deemed effective service of process on such party.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Kontoor Brands, Inc.), Separation and Distribution Agreement (V F Corp), Separation and Distribution Agreement (Kontoor Brands, Inc.)

Jurisdiction. The parties hereto hereby agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern Eastern District of New York or any New York State court Arkansas sitting in New York City Little Rock, Arkansas, so long as one of such courts court shall have subject matter jurisdiction over such suit, action or proceeding proceeding or, and that if it does not have subject matter jurisdiction, in any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business Arkansas state court sitting in the State of New York Little Rock, Arkansas, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court . The parties hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the state and federal courts referred to above for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby.

Appears in 3 contracts

Samples: Registration Rights Agreement (First Federal Bancshares of Arkansas Inc), Registration Rights Agreement (First Federal Bancshares of Arkansas Inc), Registration Rights Agreement (First Federal Bancshares of Arkansas Inc)

Jurisdiction. The Each of the parties hereto agree irrevocably and unconditionally (i) agrees that any legal suit, action or proceeding seeking to enforce brought by any provision of, or based on any matter party hereto arising out of or in connection with, based upon this Agreement or the transactions contemplated hereby shall may be brought in the Courts of the State of New Jersey or the United States District Court for the Southern District of New York or any Jersey (each, a “New York State court sitting in New York City Jersey Court”), so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts ( and of the appropriate appellate courts therefrom ii) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law it may effectively do so, any objection that which it may now or hereafter have to the laying of the venue of any such suit proceeding brought in any New Jersey Court, and any claim that any such action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court New Jersey Court has been brought in an inconvenient forum . Process , and (iii) submits to the non-exclusive jurisdiction of New Jersey Courts in any such suit, action or proceeding. Each of the parties agrees that a judgment in any suit, action or proceeding brought in a New Jersey Court shall be conclusive and binding upon it and may be served on enforced in any party anywhere in the world other courts to whose jurisdiction it is or may be subject, whether within or without the jurisdiction of any by suit upon such court judgment.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Alphanet Solutions Inc), Voting and Option Agreement (Alphanet Solutions Inc), Voting and Option Agreement (Alphanet Solutions Inc)

Jurisdiction. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall may only be brought in the United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State County of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law Law, any objection that which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

Appears in 3 contracts

Samples: Investment Agreement (Siga Technologies Inc), Investment Agreement (Siga Technologies Inc), Investment Agreement (Environmental Solutions Worldwide Inc)

Jurisdiction. The parties hereto hereby agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in the Borough of Manhattan, New York City York, New York, so long as one of such courts court shall have subject matter jurisdiction over such suit, action or proceeding proceeding or, and that if it does not have subject matter jurisdiction, in any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business New York State court sitting in the State Borough of Manhattan, New York, New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law Law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court . . Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 6.8 shall be deemed effective service of process on such party. The parties hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the state and federal courts referred to above for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby

Appears in 3 contracts

Samples: Subscription Agreement (Broadway Financial Corp \De\), Subscription Agreement (Broadway Financial Corp \De\), Subscription Agreement (Broadway Financial Corp \De\)

Jurisdiction. The parties hereto agree that Issuer irrevocably submits to the exclusive jurisdiction of any New York State or United States Federal court sitting in The County of New York over any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, relating to this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and Exchange Offer. The Issuer irrevocably waives, to the fullest extent permitted by law, any objection that which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such a court and any such court or claim that any such suit, action or proceeding which is brought in any such a court has been brought in an inconvenient forum. Process To the extent that the Issuer has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Issuer irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court proceeding.

Appears in 3 contracts

Samples: Registration Rights Agreement (NCL CORP Ltd.), Registration Rights Agreement (NCL CORP Ltd.), Registration Rights Agreement (NCL CORP Ltd.)

Jurisdiction. The parties hereto agree that any Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall may be brought against any of the Parties in the any United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties Parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom courts) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now have or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court laid therein or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party Party anywhere in the world, whether within or without the jurisdiction of any such court . Without limiting the foregoing, each Party agrees that service of process on such Party as provided in ‎Section 5.01 shall be deemed effective service of process on such Party.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Repsol Ypf Sa), Stock Purchase Agreement (Repsol Ypf Sa), Stock Purchase Agreement (Repsol Ypf Sa)

Jurisdiction. The parties hereto agree that any Any legal suit, action or proceeding seeking to enforce against any provision of, or based on any matter party hereto arising out of or in connection with, relating to this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have that is not subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out to arbitration pursuant to Section 7 of this Agreement shall be deemed to have arisen from instituted in a transaction of business New Jersey federal or state court in the State County of New York, Somerset and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, party hereto waives any objection that which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any and each party anywhere in the world, whether within or without hereto irrevocably submits to the jurisdiction of any such court court in any suit, action or proceeding.

Appears in 3 contracts

Samples: Employment Agreement (Campbell Alliance Group Inc), Employment Agreement (Inventiv Health Inc), Employment Agreement (Ventiv Health Inc)

Jurisdiction. (i) The parties hereto agree Issuer agrees that any legal suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, relating to this Agreement or the transactions contemplated hereby shall herein may be brought instituted in the United States District Court for the Southern District of New York any U.S. federal or any New York State court sitting in the Borough of Manhattan in the City of New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, (each a “New York court”) and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties Issuer hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, waives any objection that which it may now or hereafter have to the laying of the venue of any such proceeding, and irrevocably submits to the jurisdiction of such courts, with respect to actions brought against it as defendant, in any suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court proceeding.

Appears in 3 contracts

Samples: Registration Rights Agreement (Tele Norte Leste Participacoes Sa), Registration Rights Agreement (Brasil Telecom Sa), Registration Rights Agreement (Brasil Telecom Holding Co)

Jurisdiction. The parties hereto agree that any Any suit, action or proceeding seeking against the Optionee with respect to enforce any provision of this Agreement, or based on any matter arising out judgment entered by any court in respect of or in connection with any thereof, this Agreement or the transactions contemplated hereby shall may be brought in the United States District Court for the Southern District any court of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter competent jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of Texas (or if the Company reincorporates in another state, in that state) or New York, as the Company may elect in its sole discretion, and each of the parties Optionee hereby irrevocably consents submits to the non-exclusive jurisdiction of such courts (and for the purpose of the appropriate appellate courts therefrom) in any such suit, action action, proceeding or proceeding and judgment. The Optionee hereby irrevocably waives, to the fullest extent permitted by law, waives any objection that it objections which he may now or hereafter have to the laying of the venue of any such suit, action or proceeding arising out of or relating to this Agreement brought in any such court of competent jurisdiction in the State of Texas (or if the Company reincorporates in another state, in that state) or New York, and hereby further irrevocably waives any claim that any such suit, action or proceeding which is brought in any such court has been brought in an any inconvenient forum. Process No suit, action or proceeding against the Company with respect to this Agreement may be brought in any court, domestic or foreign, or before any similar domestic or foreign authority other than in a court of competent jurisdiction in the State of Texas (or if the Company reincorporates in another state, in that state) or New York, and the Optionee hereby irrevocably waives any right which he may otherwise have had to bring such an action in any other court, domestic or foreign, or before any similar domestic or foreign authority. The Company hereby submits to the jurisdiction of such courts for the purpose of any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court proceeding.

Appears in 3 contracts

Samples: Non Qualified Stock Option Agreement (Randalls Food Markets Inc), Non Qualified Stock Option Agreement (Randalls Food Markets Inc), Non Qualified Stock Option Agreement (Randalls Food Markets Inc)

Jurisdiction. The parties Parties hereto agree that any suit, action or proceeding Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern Middle District of New York Florida, or any New York State Florida state court sitting in New York City Duval County, Florida, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding Action, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a the transaction of business in the State of New York Florida, and each of the parties Parties hereby irrevocably consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding Action and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is Action brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding Action may be served on any party Party anywhere in the world, whether within or without outside of the jurisdiction of any such court.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (New Patriot Transportation Holding, Inc.), Separation and Distribution Agreement (FRP Holdings, Inc.), Separation and Distribution Agreement (New Patriot Transportation Holding, Inc.)

Jurisdiction. (a) The parties hereto agree that any suit, action Company irrevocably submits to the non-exclusive jurisdiction of the courts of the State of Illinois or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern Northern District of New York or Illinois over any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law , the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court or and any claim that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum . Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court .

Appears in 3 contracts

Samples: Guaranty Agreement (Caseys General Stores Inc), Guaranty Agreement (Caseys General Stores Inc), Caseys General Stores Inc

Jurisdiction. The parties hereto to this Agreement agree that any suit, action or proceeding seeking to enforce any provision arising out of, or based on any matter arising out of or in connection with with respect to, this Agreement or the transactions contemplated hereby Proxies, or any judgment entered by any court in respect thereof shall be brought in the United States District Court federal courts located in the Borough of Manhattan, The City of New York, or, failing jurisdiction thereof, the state courts located therein, and each Stockholder hereby accepts the exclusive jurisdiction of those courts for the Southern District purpose of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding . In addition, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties Stockholder hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it which such Stockholder may now or hereafter have to the laying of the venue of any such suit, action or proceeding in arising out of or relating to this Agreement or such Stockholder's Proxy or any such court or judgment entered by those courts, and hereby further irrevocably waives any claim that any such suit, action or proceeding which is proceedings brought in any such court those courts has been brought in an inconvenient forum . Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court .

Appears in 3 contracts

Samples: Voting and Waiver Agreement (Pearson PLC), Voting and Waiver Agreement (Pinnacor Inc), Voting and Waiver Agreement (Marketwatch Com Inc)

Jurisdiction. The parties hereto hereby agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in the borough of Manhattan, New York City York, New York, so long as one of such courts court shall have subject matter jurisdiction over such suit, action or proceeding proceeding or, and that if it does not have subject matter jurisdiction, in any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business New York State court sitting in the State borough of Manhattan, New York, New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law Law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court . Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 6.8 shall be deemed effective service of process on such party. The parties hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the state and federal courts referred to above for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby.

Appears in 3 contracts

Samples: Subscription Agreement (CommunityOne Bancorp), Subscription Agreement (FNB United Corp.), Subscription Agreement (FNB United Corp.)

Jurisdiction. The Except as otherwise expressly provided in this Agreement, the parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement any of the Transaction Documents or the transactions contemplated hereby thereby shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in New York City , Borough of Manhattan, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement any of the Transaction Documents shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court . Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 14.01 shall be deemed effective service of process on such party.

Appears in 3 contracts

Samples: Unit Purchase Agreement (Limited Brands Inc), Unit Purchase Agreement (Express Parent LLC), Unit Purchase Agreement (Express Parent LLC)

Jurisdiction. The parties (a) Each party hereto agree that irrevocably submits to the non-exclusive jurisdiction of any court of the State of California or the United States of America sitting in the City of Los Angeles over any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with relating to this Agreement. To the fullest extent it may effectively do so under applicable law, this Agreement each party irrevocably waives and agrees not to assert, by way of motion, as a defense or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or otherwise, any New York State court sitting in New York City, so long as one of such courts shall have claim that it is not subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law court, any objection that it may now or hereafter have to the laying establishment of the venue of any such suit, action or proceeding brought in any such court or and any claim that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum . Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court .

Appears in 3 contracts

Samples: Affiliate Agreement (Keystone Automotive Industries Inc), Registration Rights Agreement (Keystone Automotive Industries Inc), Voting Agreement (Keystone Automotive Industries Inc)

Jurisdiction. The parties hereto agree that Issuer and each Guarantor irrevocably submit to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The County of New York over any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, relating to this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, Exchange Offer. The Issuer and each of the parties hereby Guarantor irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives waive, to the fullest extent permitted by law, any objection that which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such a court and any such court or claim that any such suit, action or proceeding which is brought in any such a court has been brought in an inconvenient forum. Process To the extent that the Issuer and the Guarantors have or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Issuer and each Guarantor irrevocably waive, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court proceeding.

Appears in 2 contracts

Samples: Registration Rights Agreement (NCL CORP Ltd.), Registration Rights Agreement (Mariner, LLC)

Jurisdiction. The Each of the parties hereto agree irrevocably and unconditionally (i) agrees that any legal suit, action or proceeding seeking to enforce brought by any provision of, or based on any matter party hereto arising out of or in connection with, based upon this Agreement or the transactions contemplated hereby shall may be brought in the Courts of Delaware or the United States District Court for the Southern District of New York or any New York State court sitting in New York City Delaware (each, so long as one of such courts shall have subject matter jurisdiction over such suit a “Delaware Court”), action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts ( and of the appropriate appellate courts therefrom ii) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law it may effectively do so, any objection that which it may now or hereafter have to the laying of the venue of any such suit proceeding brought in any Delaware Court, and any claim that any such action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court Delaware Court has been brought in an inconvenient forum . Process , and (iii) submits to the non-exclusive jurisdiction of Delaware Courts in any such suit, action or proceeding. Each of the parties agrees that a judgment in any suit, action or proceeding brought in a Delaware Court shall be conclusive and binding upon it and may be served on enforced in any party anywhere in the world other courts to whose jurisdiction it is or may be subject, whether within or without the jurisdiction of any by suit upon such court judgment.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Riverwood Holding Inc), Voting Agreement (Riverwood Holding Inc)

Jurisdiction. The parties hereto Parties agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, with this Agreement or the transactions contemplated hereby or thereby shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties Parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party Party anywhere in the world, whether within or without the jurisdiction of any such court . Without limiting the foregoing, each Party agrees that service of process on such Party as provided in Section 5.6 shall be deemed effective service of process on such Party.

Appears in 2 contracts

Samples: Voting Agreement (Friedman Billings Ramsey Group Inc), Voting Agreement (FBR Capital Markets Corp)

Jurisdiction. The parties hereto agree that any Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall may be brought against any of the Parties in the any United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties Parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom courts) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now have or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court laid therein or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party Party anywhere in the world, whether within or without the jurisdiction of any such court . Without limiting the foregoing, each Party agrees that service of process on such Party as provided in Section 5.01 shall be deemed effective service of process on such Party.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Repsol Ypf Sa), Stock Purchase Agreement (Repsol Ypf Sa)

Jurisdiction. The parties hereto agree that Company and the Trustee, and each Holder of a Note by its acceptance thereof, hereby (i) irrevocably submit to the non-exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan, the city of New York, over any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents relating to the jurisdiction of such courts First Supplemental Indenture and ( and of the appropriate appellate courts therefrom ii) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by applicable law , irrevocably waive and agree not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court or and any claim that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum . Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court .

Appears in 2 contracts

Samples: Supplemental Indenture (XPO Logistics, Inc.), GXO Logistics, Inc.

Jurisdiction. The parties hereto agree Each party hereby irrevocably: (1) agrees that any suit, action or proceeding seeking to enforce any provision of action, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action other legal proceeding arising out of this Agreement shall or out of any of the transactions contemplated hereby or thereby, may be deemed to have arisen from a transaction of business brought in any New York court or United States federal court located in the State County of New York , and each of the parties hereby irrevocably ; (2) consents to the jurisdiction of each such courts (and of the appropriate appellate courts therefrom) court in any such suit, action action, or proceeding and irrevocably waives, to the fullest extent permitted by law, legal proceeding; (3) waives any objection that it which such party may now or hereafter have to the laying of the venue of any such suit, action action, or legal proceeding in any of such court or courts; and (4) agrees that New York is the most convenient forum for litigation of any such suit, action action, or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court legal proceeding.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Lawrence Lamonte H), Agreement and Plan of Merger (Advanced Technology Materials Inc /De/)

Jurisdiction. The parties hereto agree that any suit, Any action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, relating to this Agreement or the transactions contemplated hereby shall be brought in the courts of the State of Virginia or in the United States District Court for the Southern Eastern District of New York or Virginia (if any New York State court sitting in New York City, so long as one of party to such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York proceeding has or can acquire jurisdiction), and each of the parties hereby hereto irrevocably consents submits to the exclusive jurisdiction of each such courts (and of the appropriate appellate courts therefrom) court in any such suit, action or proceeding and irrevocably waives proceeding, to the fullest extent permitted by law, waives any objection that it may now or hereafter have to the laying venue or to convenience of forum, agrees that all claims in respect of the venue of any such suit, action or proceeding shall be heard and determined only in any such court or that and agrees not to bring any such suit, action or proceeding which is brought arising out of or relating to this Agreement in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such other court.

Appears in 2 contracts

Samples: Tax Matters Agreement (Brink's Home Security Holdings, Inc.), Tax Matters Agreement (Brinks Co)

Jurisdiction. The parties hereto agree that With respect to any suit, action or proceeding seeking proceedings relating to enforce any provision of this Guaranty, or based on any matter arising out the Guarantor irrevocably submits to the non-exclusive jurisdiction of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in courts of the State of New York and the United States District Court for located in the Southern District Borough of New York or any New York State court sitting Manhattan in New York City City and hereby waives any objection which it may have at any time to the laying of venue of any suit, so long as one of action or proceedings brought in any such courts shall have subject matter jurisdiction over court, waives any claim that such suit, action or proceeding proceedings have been brought in an inconvenient forum and further waives the right to object, and that any cause of action arising out of this Agreement shall be deemed with respect to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives proceedings, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that does not have any jurisdiction over such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court party.

Appears in 2 contracts

Samples: Master Agreement (Harrahs Entertainment Inc), Guaranty (JER Investors Trust Inc)

Jurisdiction. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be brought in the United States District Delaware Chancery Court for the Southern District of New York or or, if such court shall not have jurisdiction, any New York State federal court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business located in the State of New York Delaware or other Delaware state court, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process Each party agrees that providing notice to such party as provided in ‎Section 11.01 shall be deemed effective service of process on such party. Notwithstanding the foregoing, each party hereto agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any such suit way relating to this Agreement, action including any dispute arising out of the Debt Financing or proceeding may be served on the performance thereof, in any party anywhere forum other than the Supreme Court of the State of New York, County of New York, or, if under Applicable Law exclusive jurisdiction is vested in the world Federal courts, whether within or without the jurisdiction United States District Court for the Southern District of any such court New York (and of the appropriate appellate courts therefrom).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Fogo De Chao, Inc.), Agreement and Plan of Merger (Fogo De Chao, Inc.)

Jurisdiction. The parties hereto agree that that, during the period from the date hereof until the date on which Sellers’ Chapter 11 Case (or any successor case) is closed or dismissed (the “Bankruptcy Period”), any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought exclusively in the Bankruptcy Court. The parties further agree that, following the Bankruptcy Period, any suit, action or proceeding with respect to this Agreement or the transactions contemplated hereby shall be brought against any of the parties exclusively in either the United States District Court for the Southern District of New York Arizona or any New York State state court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York Arizona located in such district, and each of the parties hereby irrevocably consents to the jurisdiction of such courts court and the Bankruptcy Court (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any the such court courts or that any such suit, action or proceeding which is brought in any such court courts has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of the Bankruptcy Court, the United States District Court for the District of Arizona or any such court state court of the State of Arizona.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Ecotality, Inc.), Asset Purchase Agreement (Car Charging Group, Inc.)

Jurisdiction. The parties hereto hereby agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought exclusively in the United States District Court for the Southern District of New York or any New York State court sitting in the borough of Manhattan, New York City York, New York, so long as one of such courts court shall have subject matter jurisdiction over such suit, action or proceeding proceeding or, and that if it does not have subject matter jurisdiction, in any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business New York State court sitting in the State borough of Manhattan, New York, New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law Law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court . Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 6.10 shall be deemed effective service of process on such party. The parties hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the state and federal courts referred to above for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Atlantic Capital Bancshares, Inc.), Stock Purchase Agreement (First Security Group Inc/Tn)

Jurisdiction. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be brought in the Delaware Chancery Court (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, Delaware) and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

Appears in 2 contracts

Samples: Stockholders’ Agreement (Vertex, Inc.), Stockholders’ Agreement (Vertex, Inc.)

Jurisdiction. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any a party anywhere in the world, whether within or without the jurisdiction of any such court . Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 5.06 shall be deemed effective service of process on such party. MSCI is registered to do business in the State of New York as NY MSCI.

Appears in 2 contracts

Samples: Shareholder Agreement (MSCI Inc.), Shareholder Agreement (MSCI Inc.)

Jurisdiction. The parties hereto agree that Company and the Trustee, and each Holder of a Security by its acceptance thereof, hereby (i) irrevocably submit to the non-exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan, the city of New York, over any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, relating to this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, Indenture and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts ( and of the appropriate appellate courts therefrom ii) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by applicable law , irrevocably waive and agree not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court or and any claim that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum . Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court .

Appears in 2 contracts

Samples: Indenture (XPO Logistics, Inc.), GXO Logistics, Inc.

Jurisdiction. The parties Each party hereto agree agrees that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out Federal court of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York State court America sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and any appellate court thereof, is to have non-exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement and accordingly any legal action or proceedings arising out of or in connection with this Agreement ("Proceedings") may be brought in such courts. For such purposes, each of the parties hereby party hereto irrevocably consents submits to the jurisdiction of such courts ( and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, waives any objection to Proceedings in such courts whether on the ground of venue or on the ground that it may now or hereafter the Proceedings have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process This submission shall not limit the right of any party hereto to take Proceedings in any such suit, action other court of competent jurisdiction nor shall the taking of Proceedings in any one or proceeding may be served on more jurisdictions preclude the taking of Proceedings in any party anywhere in the world, other jurisdiction (whether within concurrently or without the jurisdiction of any such court. not). [SIGNATURE PAGES FOLLOW]

Appears in 2 contracts

Samples: Broker Dealer Agreement (F&c/Claymore Preferred Securities Income Fund Inc), Broker Dealer Agreement (Flaherty & Crumrine/Claymore Total Return Fund Inc)

Jurisdiction. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

Appears in 2 contracts

Samples: Noncompetition Agreement (Nalco Energy Services Equatorial Guinea LLC), Guarantee Agreement (Nalco Energy Services Equatorial Guinea LLC)

Jurisdiction. The parties hereto agree Each party to this Agreement hereby irrevocably agrees that any suit legal action, action suit or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with relating to this Agreement, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one the Supreme Court of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, York and each party hereto agrees not to assert, by way of the parties hereby irrevocably consents motion, as a defense or otherwise, in any such action, suit or proceeding any claim that it is not subject personally to the jurisdiction of such courts (and of court, that the appropriate appellate courts therefrom) in any such suit action, action suit or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum . Process in any such suit , action that the venue of the action, suit or proceeding is improper or that this Agreement, or the subject matter hereof or thereof may not be served on any enforced in or by such court. Each party anywhere in the world, whether within or without hereto further and irrevocably submits to the jurisdiction of such court in any such court action, suit or proceeding.

Appears in 2 contracts

Samples: Contribution Agreement (Verint Systems Inc), Stock Purchase Agreement (Verint Systems Inc)

Jurisdiction. (a) The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court . Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 3.01 shall be deemed effective service of process on such party.

Appears in 2 contracts

Samples: Shareholder Rights Agreement (Enstar Group LTD), Termination and Waiver Agreement (Enstar Group LTD)

Jurisdiction. The parties hereto agree that any Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement Agreement, the Other Transaction Documents or the transactions contemplated hereby or thereby shall be brought exclusively in the United States District Court for the Southern District of New York or any a New York State or United States Federal court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York County, and each of the parties hereby irrevocably consents expressly submits to the such jurisdiction and venue of such courts court (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum . Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court .

Appears in 2 contracts

Samples: Asset Purchase Agreement (Wire One Technologies Inc), Asset Purchase Agreement (Wire One Technologies Inc)

Jurisdiction. The parties Parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement Fourth Amendment or the transactions contemplated hereby shall be brought and determined exclusively in in the United States District Delaware Court for of Chancery and any state appellate court therefrom within the Southern District State of New York or any New York State court sitting in New York City Delaware (or, so long as one if the Delaware Court of such courts shall have subject matter Chancery declines to accept jurisdiction over such suit a particular matter, action any state or proceeding federal court within the State of Delaware), and that any cause of action arising out of this Agreement Fourth Amendment shall be deemed to have arisen from a transaction of business in the State of New York Delaware, and each of the parties Parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

Appears in 2 contracts

Samples: Omnibus Agreement, Omnibus Agreement (TransMontaigne Partners L.P.)

Jurisdiction. The Each of the parties hereto agree irrevocably submits to the exclusive jurisdiction of the District Court of the State of Texas sitting in Harris County, Texas, or in the event (but only in the event) that any suit, the Texas District Court does not have subject matter jurisdiction over such legal action or proceeding seeking to enforce any provision of proceeding, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York State court Texas sitting in New York City Harris County, so long as one Texas, for the purpose of such courts shall have subject matter jurisdiction over any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding, and that any cause of action arising out of this Agreement shall proceeding may be deemed to have arisen from a transaction of business served on each party hereto anywhere in the State world by the same methods as are specified for the giving of New York, and each notices under this Agreement. Each of the parties hereby hereto irrevocably consents to the jurisdiction of any such courts (and of the appropriate appellate courts therefrom) court in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any such court or claim that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum . Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court .

Appears in 2 contracts

Samples: Securities Purchase Agreement (Houston American Energy Corp), Securities Purchase Agreement (Houston American Energy Corp)

Jurisdiction. The Each of the parties hereto agree agrees that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, based upon this Agreement or the transactions contemplated hereby shall may be brought instituted in the United States District Court for the Southern District any State or U.S. federal court in The City of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State County of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, waives any objection that which it may now or hereafter have to the laying of the venue of any such proceeding, and irrevocably submits to the jurisdiction of such courts in any suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court proceeding.

Appears in 2 contracts

Samples: Registration Rights Agreement (Kansas City Southern), Registration Rights Agreement (Kansas City Southern)

Jurisdiction. The parties hereto agree that With respect to any suit lawsuit, action action, proceeding or proceeding seeking claim relating to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or any other agreement between United and Contractor (hereinafter, any such lawsuit, action, proceeding or claim is referred to as a "LAWSUIT"), each of the transactions contemplated hereby shall be brought in parties hereto irrevocably (i) submits to the exclusive jurisdiction of the courts of the State of Illinois and the United States District Court for located in the Southern District City of New York or any New York State court sitting in New York City Chicago, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding Illinois, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts ( and of the appropriate appellate courts therefrom ii) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, waives any objection that which it may now or hereafter have at any time to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is Lawsuit brought in any such court court, waives any claim that any Lawsuit has been brought in an any inconvenient forum , and further waives the right to object, with respect to any Lawsuit, that such court does not have jurisdiction over such party. Process Nothing in this Agreement precludes either party hereto from bringing Lawsuits in any such suit, action or proceeding may be served on other jurisdiction in order to enforce any party anywhere judgment obtained in any Lawsuit referred to in the world preceding sentence, whether within nor will the bringing of such enforcement Lawsuit in any one or without more jurisdictions preclude the jurisdiction bringing of any such court enforcement Lawsuit in any other jurisdiction.

Appears in 2 contracts

Samples: Entire Agreement (Mesa Air Group Inc), Entire Agreement (Mesa Air Group Inc)

Jurisdiction. The parties hereto agree Each party hereby irrevocably: (1) agrees that any suit, action or proceeding seeking to enforce any provision of action, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action other legal proceeding arising out of this Agreement shall or out of any of the transactions contemplated hereby or thereby, may be deemed to have arisen from a transaction of business brought in any New York state court or United States federal court located in the State southern district of New York , and each of the parties hereby irrevocably ; (2) consents to the jurisdiction of each such courts (and of the appropriate appellate courts therefrom) court in any such suit, action action, or proceeding and irrevocably waives, to the fullest extent permitted by law, legal proceeding; (3) waives any objection that it which such party may now or hereafter have to the laying of the venue of any such suit, action action, or legal proceeding in any of such court or courts; and (4) agrees that New York state is the most convenient forum for litigation of any such suit, action action, or proceeding which is brought in any such court has been brought in an inconvenient forum legal proceeding. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court 10.11.

Appears in 2 contracts

Samples: Exhibit a Agreement and Plan of Merger (Siegele Stephen H), Appendix a Agreement and Plan of Merger (Siegele Stephen H)

Jurisdiction. The Except as otherwise expressly provided in this Agreement, the parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Chancery Court for of the Southern District State of New York Delaware (or any New York other appropriate state court in the State court sitting of Delaware) or the Federal courts located in New York City the State of Delaware, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York Delaware, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

Appears in 2 contracts

Samples: Stockholders Agreement (Diversa Corp), Stockholders Agreement (Diversa Corp)

Jurisdiction. The parties hereto agree that any Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court . Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 11.01 shall be deemed effective service of process on such party.

Appears in 2 contracts

Samples: Acquisition Agreement (Oriental Financial Group Inc), Subscription Agreement (Oriental Financial Group Inc)

Jurisdiction. The parties Subject to Section 8.06, the Parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York any federal court sitting in Michigan or any New York Michigan State court sitting in New York City the Wayne County or Oakland County, Michigan, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each Michigan. Each of the parties Parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party Party anywhere in the world, whether within or without the jurisdiction of any such court.

Appears in 2 contracts

Samples: Agreement (Visteon Corp), Agreement (Visteon Corp)

Jurisdiction. The parties hereto agree that Each Party (i) irrevocably consents to submit itself to the exclusive jurisdiction of any suit, action federal or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York State state court sitting in Manhattan, New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that in the event any cause of action arising dispute arises out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each or any of the parties hereby irrevocably consents to the jurisdiction of such courts transactions contemplated by this Agreement and ( and of the appropriate appellate courts therefrom ii) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, waives any objection that it may now or hereafter have to the laying of the venue or jurisdiction of any such suit, action or proceeding dispute in any such court or that any such suit, action or proceeding which is brought in any such court has been dispute was brought in an inconvenient forum . Process in any such suit , action and agrees not to plead or proceeding may be served on any party anywhere in claim the world, whether within or without the jurisdiction of any such court same.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (American Realty Capital Properties, Inc.), Purchase and Sale Agreement (American Realty Capital Trust IV, Inc.)

Jurisdiction. The parties hereto agree that With respect to any suit, action or proceeding seeking proceedings relating to enforce any provision of, this Agreement or based on any matter among the parties arising out of under or in connection with, with this Agreement or (“Proceedings”), each party irrevocably: (i) submits to the transactions contemplated hereby shall be brought in non-exclusive jurisdiction of the courts of the State of New York and the United States District Court for located in the Southern District Borough of New York or any New York State court sitting Manhattan in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, City and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts ( and of the appropriate appellate courts therefrom ii) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, waives any objection that which it may now or hereafter have at any time to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is Proceedings brought in any such court has court, waives any claim that such Proceedings have been brought in an inconvenient forum forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party. Process Nothing in this Agreement precludes any party from bringing Proceedings in any such suit other jurisdiction, action nor will the bringing of Proceedings in any one or proceeding may be served on more jurisdictions preclude the bringing of Proceedings in any party anywhere in the world, whether within or without the jurisdiction of any such court other jurisdiction.

Appears in 2 contracts

Samples: Account Control Agreement (AB Private Credit Investors Corp), Account Control Agreement (AB Private Credit Investors Corp)

Jurisdiction. The Except as otherwise expressly provided in this Agreement, the parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement any of the Transaction Documents or the transactions contemplated hereby thereby shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in New York City , Borough of Manhattan, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement any of the Transaction Documents shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court . Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 13.01 shall be deemed effective service of process on such party.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Limited Inc), Stock Purchase Agreement (Charming Shoppes Inc)

Jurisdiction. The parties hereto agree that any suit, Any proceeding or action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, relating to this Agreement or the transactions contemplated hereby shall may be brought in the courts of the Borough of Manhattan in the State of New York, or, if it has or can acquire jurisdiction, in the United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York located therein, and each of the parties hereby irrevocably consents submits to the exclusive jurisdiction of each such courts (and of the appropriate appellate courts therefrom) court in any such suit proceeding or action, action or proceeding and irrevocably waives, to the fullest extent permitted by law, waives any objection that it may now or hereafter have to the laying venue or to convenience of forum, agrees that all claims in respect of the venue of any such suit, proceeding or action or proceeding shall be heard and determined only in any such court court, and agrees not to bring any proceeding or that any such suit, action arising out of or proceeding which is brought relating to this Agreement or the transactions contemplated hereby in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such other court.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Panolam Industries International Inc), Agreement and Plan of Merger (Standard Aero Holdings Inc.)

Jurisdiction. The parties hereto agree that Each Party (i) irrevocably consents to submit itself to the exclusive jurisdiction of any suit, action federal or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York State state court sitting in Manhattan, New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that in the event any cause of action arising dispute arises out of this Agreement shall be deemed to have arisen from a transaction or any of business in the State of New York transactions contemplated by this Agreement, and each of the parties hereby irrevocably consents to the jurisdiction of such courts ( and of the appropriate appellate courts therefrom ii) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, waives any objection that it may now or hereafter have to the laying of the venue or jurisdiction of any such suit, action or proceeding dispute in any such court or that any such suit, action or proceeding which is brought in any such court has been dispute was brought in an inconvenient forum . Process in any such suit , action and agrees not to plead or proceeding may be served on any party anywhere in claim the world, whether within or without the jurisdiction of any such court same.

Appears in 2 contracts

Samples: Assignment and Assumption Agreement (General Electric Capital Corp), Purchase and Sale Agreement (Blackstone Mortgage Trust, Inc.)