Common use of Applicable Law; Waiver of Jury Trial Clause in Contracts

Applicable Law; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. 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 Court of Chancery of the State of Delaware (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 District of 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 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 HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Appears in 18 contracts

Samples: Stockholders Agreement (PACS Group, Inc.), Controlled Company Agreement (P10, Inc.), Stockholders Agreement (TGPX Holdings I LLC)

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Applicable Law; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the laws of the State of DelawareNebraska, without giving effect to any exclusive of its choice of law laws rules. Any legal action or conflict of law rules proceeding with respect to this Agreement or provisions (whether any other Loan Document may be brought in the courts of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision ofNebraska in Xxxxxxx County, 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 Court of Chancery of the State of Delaware (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 District of Delaware) Nebraska, and, by execution and each delivery of the parties this Agreement, Borrowers hereby irrevocably consents to accept for themselves and in respect of their property, generally and unconditionally, the nonexclusive jurisdiction of such courts (and courts. Borrowers further irrevocably consent to the service of process out of any of the appropriate appellate aforementioned courts therefrom) in any such suit, action or proceeding and irrevocably waivesby the mailing of copies thereof by registered or certified mail, postage prepaid, to it at the fullest extent address set out for notices pursuant to Section 8.4, such service to become effective three (3) days after such mailing. Nothing herein shall affect the right of the Agent to serve process in any other manner permitted by law, law or to commence legal proceedings or to otherwise proceed against Borrowers in any other jurisdiction. Borrowers hereby irrevocably waive any objection that it which they may now or hereafter have to the laying of the venue of any such suit, action of the aforesaid actions or proceeding proceedings arising out of or in connection with this Agreement or any other Loan Document brought in the courts referred to above and hereby further irrevocably waive and agree not to plead or claim 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 suitTHE AGENT, 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 HERETO LENDERS AND BORROWERS HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT AGREEMENT, ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Appears in 5 contracts

Samples: Second Amended and Restated Loan Agreement (Summit Hotel Properties, LLC), Second Amended and Restated Loan Agreement (Summit Hotel Properties, LLC), First Amended and Restated Loan Agreement (Summit Hotel Properties LLC)

Applicable Law; Waiver of Jury Trial. This Termination Agreement shall be governed by, construed and construed any disputes as to its performance shall be determined in accordance with, with the laws of the State of Delaware. All Actions arising out of or relating to this Termination Agreement shall be heard and determined exclusively in any Delaware Chancery Court, without giving effect to or if such court does not have subject matter jurisdiction, any choice of law state or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than federal court located in the State of Delaware. 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 Affiliatesa) shall be brought in submit to the Court of Chancery exclusive jurisdiction of the State of Delaware Chancery Court (or in the eventor, but only in the event, that if such court does not have subject matter jurisdiction over such action jurisdiction, any state or proceeding, the Superior Court of federal court located in the State of Delaware (Complex Commercial DivisionDelaware) 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 District purpose of Delawareany Action arising out of or relating to this Termination Agreement, and (b) irrevocably waive, and each agree not to assert by way of the parties hereby irrevocably consents motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of such courts (and the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the appropriate appellate courts therefrom) Action is improper, or that this Termination Agreement or the terms hereof may not be enforced in or by any such suit, action or proceeding and irrevocably waives, of the above-named court. Each of the parties hereto hereby waives to the fullest extent permitted by lawapplicable law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Termination Agreement or the transactions contemplated hereby. Each of the parties hereto (i) certifies that no representative, agent or attorney of any objection other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it may now or hereafter and the other parties hereto have been induced to enter into this Termination Agreement by, among other things, the laying of the venue of any such suit, action or proceeding mutual waivers and certifications 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 may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYthis Section 9.

Appears in 4 contracts

Samples: Mutual Termination and Release Agreement (Surf Air Mobility Inc.), Mutual Termination and Release Agreement (Surf Air Mobility Inc.), Mutual Termination and Release Agreement (Surf Air Mobility Inc.)

Applicable Law; Waiver of Jury Trial. This Agreement shall be governed byAgreement, and construed all Claims and causes of action of the Parties (whether in accordance withcontract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity) that may be based on, arise out of or relate to this Agreement or the negotiation, execution, performance or subject matter hereof, the laws Laws of the State of DelawareDelaware applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of law. In any choice of law action among or conflict of law rules or provisions (whether between any of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. 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 withrelating to this Agreement, this Agreement or each Party (a) irrevocably and unconditionally consents and submits to the transactions contemplated hereby (whether brought by any party or any exclusive jurisdiction and venue of its Affiliates or against any party or any of its Affiliates) shall be brought in the Court of Chancery of the State of Delaware (or in or, to the event, but only in the event, that extent such court does not have subject matter jurisdiction over such action or proceedingjurisdiction, 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 District of Delaware, (b) and each of the parties hereby irrevocably consents to the jurisdiction agrees that all claims in respect of such courts action or proceeding shall be heard and determined exclusively in accordance with clause (and a) of the appropriate appellate courts therefromthis Section 7.6, (c) waives any objection to laying venue 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 such courts, (d) waives any objection that such court courts are an inconvenient forum or do not have jurisdiction over any party and (e) agrees that any service of process upon such suit, action or proceeding brought party in any such court has been brought action shall be effective if such process is given as a notice in an inconvenient forumaccordance with Section 7.9. Process in Notwithstanding the foregoing, the Parties agree that the Bankruptcy Court shall have exclusive jurisdiction over any such suitaction among or between any of the parties related to Parent’s or Merger Sub’s right of specific performance, action termination of this Agreement by SunEdison, or proceeding may be served on any party anywhere in the world, whether within or without Approval Order and the jurisdiction of any such courtinterpretation thereof. THE PARTIES HERETO HEREBY EACH PARTY IRREVOCABLY WAIVE WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT.

Appears in 3 contracts

Samples: Merger and Sponsorship Transaction Agreement (TerraForm Power, Inc.), Voting and Support Agreement (Terraform Global, Inc.), Voting and Support Agreement (TerraForm Power, Inc.)

Applicable Law; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. 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 Court of Chancery of the State of Delaware (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 District of 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 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 HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Appears in 2 contracts

Samples: Management Stockholders Agreement (Traeger, Inc.), Management Stockholders Agreement (TGPX Holdings I LLC)

Applicable Law; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. 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 Permitted Management Transferees or against any party or any of its AffiliatesPermitted Management Transferees) shall be brought in the Court of Chancery of the State of Delaware (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 District of 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 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 HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Appears in 2 contracts

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

Applicable Law; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the laws of the State of DelawareNew York. The Company, without giving effect the Guarantors and the Underwriters hereby agree on their own behalf and, to the extent permitted by applicable law, on behalf of their affiliates, to waive any right to a trial by jury with respect to any choice of law claim, counter-claim or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. 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 withwith this Agreement or the transactions contemplated hereby. The Company, the Guarantors and the Underwriters hereby submit to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company, the Guarantors and the Underwriters irrevocably and unconditionally waive any objection to the laying of venue of any suit or proceeding arising out of or relating to 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 Federal and state courts in the Court Borough of Chancery Manhattan in The City of the State of Delaware (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 District of 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 New York and irrevocably waives, and unconditionally waives and agrees not to the fullest extent permitted by law, any objection that it may now plead or hereafter have to the laying of the venue of any such suit, action or proceeding claim in any such court or that any such suit, action suit or proceeding brought in any such court has been brought in an inconvenient forum. Process If the foregoing is in any such suitaccordance with the Representative’s understanding of our agreement, action or proceeding may be served kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement between the Company, the Guarantors and the several Underwriters in accordance with its terms. Very truly yours, CHS/COMMUNITY HEALTH SYSTEMS, INC. By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Executive Vice President, Secretary and General Counsel ABILENE HOSPITAL, LLC CLEVELAND TENNESSEE HOSPITAL COMPANY, LLC ABILENE MERGER, LLC CLINTON HOSPITAL CORPORATION XXXX HOSPITAL CORPORATION COATESVILLE HOSPITAL CORPORATION BERWICK HOSPITAL COMPANY, LLC COLLEGE STATION HOSPITAL, L.P. BIG BEND HOSPITAL CORPORATION COLLEGE STATION MEDICAL CENTER, LLC BIG SPRING HOSPITAL CORPORATION COLLEGE STATION MERGER, LLC BIRMINGHAM HOLDINGS II, LLC COMMUNITY GP CORP. BIRMINGHAM HOLDINGS, LLC COMMUNITY HEALTH INVESTMENT COMPANY, LLC BLUEFIELD HOLDINGS, LLC COMMUNITY HEALTH SYSTEMS, INC. BLUEFIELD HOSPITAL COMPANY, LLC COMMUNITY LP CORP. BLUFFTON HEALTH SYSTEM, LLC CP HOSPITAL GP, LLC BROWNSVILLE HOSPITAL CORPORATION CPLP, LLC BROWNWOOD HOSPITAL, L.P. CRESTWOOD HOSPITAL, LLC BROWNWOOD MEDICAL CENTER, LLC CRESTWOOD HOSPITAL, LP, LLC BULLHEAD CITY HOSPITAL CORPORATION CSMC, LLC BULLHEAD CITY HOSPITAL INVESTMENT CORPORATION CSRA HOLDINGS, LLC CARLSBAD MEDICAL CENTER, LLC DEACONESS HOLDINGS, LLC CENTRE HOSPITAL CORPORATION DEACONESS HOSPITAL HOLDINGS, LLC CHHS HOLDINGS, LLC XXXXXX HOSPITAL CORPORATION CHS KENTUCKY HOLDINGS, LLC DESERT HOSPITAL HOLDINGS, LLC CHS PENNSYLVANIA HOLDINGS, LLC XXXXX HOSPITAL, LLC CHS VIRGINIA HOLDINGS, LLC DHFW HOLDINGS, LLC CHS WASHINGTON HOLDINGS, LLC DHSC, LLC CLARKSVILLE HOLDINGS, LLC XXXXX HEALTH SYSTEM, LLC CLEVELAND HOSPITAL CORPORATION DYERSBURG HOSPITAL CORPORATION By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Executive Vice President, Secretary Acting on any party anywhere in behalf of each of the worldGuarantors set forth above EMPORIA HOSPITAL CORPORATION XXX COUNTY HOSPITAL CORPORATION EVANSTON HOSPITAL CORPORATION XXX COUNTY OKLAHOMA HOSPITAL COMPANY, whether within or without LLC FALLBROOK HOSPITAL CORPORATION KIRKSVILLE HOSPITAL COMPANY, LLC XXXXX HOSPITAL CORPORATION LAKEWAY HOSPITAL CORPORATION FORREST CITY ARKANSAS HOSPITAL COMPANY, LLC LANCASTER HOSPITAL CORPORATION XXXXXXX CITY HOSPITAL CORPORATION LAS CRUCES MEDICAL CENTER, LLC FORT XXXXX HOSPITAL CORPORATION LEA REGIONAL HOSPITAL, LLC FRANKFORT HEALTH PARTNER, INC. LEXINGTON HOSPITAL CORPORATION FRANKLIN HOSPITAL CORPORATION LONGVIEW MERGER, LLC GADSDEN REGIONAL MEDICAL CENTER, LLC LRH, LLC GALESBURG HOSPITAL CORPORATION LUTHERAN HEALTH NETWORK OF INDIANA, LLC GRANBURY HOSPITAL CORPORATION XXXXXX HOSPITAL CORPORATION GRANITE CITY HOSPITAL CORPORATION XXXXXX HOSPITAL CORPORATION GRANITE CITY ILLINOIS HOSPITAL COMPANY, LLC MASSILLON COMMUNITY HEALTH SYSTEM LLC GREENVILLE HOSPITAL CORPORATION MASSILLON HEALTH SYSTEM LLC GRMC HOLDINGS, LLC MASSILLON HOLDINGS, LLC HALLMARK HEALTHCARE COMPANY, LLC XXXXXXXX TENNESSEE HOSPITAL COMPANY, LLC XXXXX MEDCO, LLC MCNAIRY HOSPITAL CORPORATION HOSPITAL OF BARSTOW, INC. MCSA, L.L.C. HOSPITAL OF XXXXXX, INC. MEDICAL CENTER OF BROWNWOOD, LLC HOSPITAL OF LOUISA, INC. MERGER LEGACY HOLDINGS, LLC HOSPITAL OF MORRISTOWN, INC. MMC OF NEVADA, LLC XXXXXXX HOSPITAL CORPORATION (KY) XXXXXXX HOSPITAL COMPANY, LLC XXXXXXX HOSPITAL CORPORATION (TN) MWMC HOLDINGS, LLC JOURDANTON HOSPITAL CORPORATION NANTICOKE HOSPITAL COMPANY, LLC By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Executive Vice President, Secretary Acting on behalf of each of the jurisdiction Guarantors set forth above NATIONAL HEALTHCARE OF LEESVILLE, INC. QHG OF XXXXXXX COUNTY, INC. NATIONAL HEALTHCARE OF MT. XXXXXX, INC. QHG OF FORT XXXXX COMPANY, LLC NATIONAL HEALTHCARE OF NEWPORT, INC. QHG OF HATTIESBURG, INC. XXXXXXX HOSPITAL, L.P. QHG OF MASSILLON, INC. XXXXXXX REGIONAL, LLC QHG OF SOUTH CAROLINA, INC. NC-DSH, LLC QHG OF SPARTANBURG, INC. NORTHAMPTON HOSPITAL COMPANY, LLC QHG OF SPRINGDALE, INC. NORTHWEST HOSPITAL, LLC QHG OF WARSAW COMPANY, LLC NOV HOLDINGS, LLC QUORUM HEALTH RESOURCES, LLC NRH, LLC RED BUD HOSPITAL CORPORATION OAK HILL HOSPITAL CORPORATION RED BUD ILLINOIS HOSPITAL COMPANY, LLC ORO VALLEY HOSPITAL, LLC REGIONAL HOSPITAL OF LONGVIEW, LLC XXXXXX-WASILLA HEALTH SYSTEM, LLC RIVER REGION MEDICAL CORPORATION PAYSON HOSPITAL CORPORATION ROSWELL HOSPITAL CORPORATION PECKVILLE HOSPITAL COMPANY, LLC RUSTON HOSPITAL CORPORATION PENNSYLVANIA HOSPITAL COMPANY, LLC RUSTON LOUISIANA HOSPITAL COMPANY, LLC XXXXXXXX HOSPITAL CORPORATION SACMC, LLC PHOENIXVILLE HOSPITAL COMPANY, LLC SALEM HOSPITAL CORPORATION POTTSTOWN HOSPITAL COMPANY, LLC SAN XXXXXX COMMUNITY MEDICAL CENTER, LLC QHG GEORGIA HOLDINGS II, LLC SAN XXXXXX MEDICAL, LLC QHG GEORGIA HOLDINGS, INC. SAN XXXXXX HOSPITAL CORPORATION QHG GEORGIA, XX XXXXXXXX HOLDINGS, LLC QHG OF BLUFFTON COMPANY, LLC SCRANTON HOSPITAL COMPANY, LLC QHG OF CLINTON COUNTY, INC. SCRANTON QUINCY HOLDINGS, LLC QHG OF ENTERPRISE, INC. SCRANTON QUINCY HOSPITAL COMPANY, LLC By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Executive Vice President, Secretary Acting on behalf of any such courteach of the Guarantors set forth above SHELBYVILLE HOSPITAL CORPORATION VIRGINIA HOSPITAL COMPANY, LLC SILOAM SPRINGS ARKANSAS HOSPITAL COMPANY, LLC WARREN OHIO HOSPITAL COMPANY, LLC SILOAM SPRINGS HOLDINGS, LLC WARREN OHIO REHAB HOSPITAL COMPANY, LLC SOUTHERN TEXAS MEDICAL CENTER, LLC WATSONVILLE HOSPITAL CORPORATION SPOKANE VALLEY WASHINGTON HOSPITAL COMPANY, LLC WAUKEGAN HOSPITAL CORPORATION SPOKANE WASHINGTON HOSPITAL COMPANY, LLC WAUKEGAN ILLINOIS HOSPITAL COMPANY, LLC TENNYSON HOLDINGS, LLC XXXXXXXXXXX HOSPITAL CORPORATION TOMBALL TEXAS HOLDINGS, LLC WEATHERFORD TEXAS HOSPITAL COMPANY, LLC TOMBALL TEXAS HOSPITAL COMPANY, LLC XXXX HOSPITAL CORPORATION TOOELE HOSPITAL CORPORATION XXXX HOSPITAL HOLDINGS, LLC TRIAD HEALTHCARE CORPORATION XXXXXX HEALTH SYSTEM, LLC TRIAD HOLDINGS III, LLC WEST GROVE HOSPITAL COMPANY, LLC TRIAD HOLDINGS IV, LLC WHMC, LLC TRIAD HOLDINGS V, LLC XXXXXX-XXXXX BEHAVIORAL HOSPITAL COMPANY, LLC TRIAD NEVADA HOLDINGS, LLC XXXXXX-XXXXX HOLDINGS, LLC TRIAD OF ALABAMA, LLC XXXXXX-XXXXX HOSPITAL COMPANY, LLC TRIAD OF OREGON, LLC WILLIAMSTON HOSPITAL CORPORATION TRIAD-ARMC, LLC WOMEN & CHILDREN’S HOSPITAL, LLC TRIAD-EL DORADO, INC. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY WOODLAND HEIGHTS MEDICAL CENTER, LLC TRIAD-XXXXXXX REGIONAL HOSPITAL SUBSIDIARY, LLC XXXXXXXX HEALTH SYSTEM, LLC TUNKHANNOCK HOSPITAL COMPANY, LLC YOUNGSTOWN OHIO HOSPITAL COMPANY, LLC VHC MEDICAL, LLC BLUE ISLAND HOSPITAL COMPANY, LLC VICKSBURG HEALTHCARE, LLC BLUE ISLAND ILLINOIS HOLDINGS, LLC VICTORIA HOSPITAL, LLC LONGVIEW CLINIC OPERATIONS COMPANY, LLC VICTORIA OF TEXAS, L.P. LONGVIEW MEDICAL CENTER, L.P. AFFINITY HEALTH SYSTEMS, LLC AFFINITY HOSPITAL, LLC By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Executive Vice President, Secretary Acting on behalf of each of the Guarantors set forth above The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Acting on behalf of itself and as the Representative of the several Underwriters SCHEDULE A Underwriter Principal Amount of Offered Securities Credit Suisse Securities (USA) LLC $ 270,800,000.00 Citigroup Global Markets Inc. 126,800,000.00 Credit Agricole Securities (USA) Inc. 126,800,000.00 Xxxxxxx, Xxxxx & Co. 126,800,000.00 X.X. Xxxxxx Securities LLC 126,800,000.00 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 126,800,000.00 Xxxxxx Xxxxxxx & Co. LLC 126,800,000.00 RBC Capital Markets, LLC 126,800,000.00 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 126,800,000.00 Xxxxx Fargo Securities, LLC 126,800,000.00 Deutsche Bank Securities Inc. 37,600,000.00 Fifth Third Securities, Inc. 37,600,000.00 Mitsubishi UFJ Securities (USA), Inc. 37,600,000.00 Scotia Capital (USA) Inc. 37,600,000.00 UBS Securities LLC 37,600,000.00 Total $ 1,600,000,000.00 SCHEDULE B List of Guarantors Guarantor Jurisdiction of Organization Community Health Systems, Inc. DE Abilene Hospital, LLC DE Abilene Merger, LLC DE Affinity Health Systems, LLC DE Affinity Hospital, LLC DE Xxxx Hospital Corporation IL Berwick Hospital Company, LLC DE Big Bend Hospital Corporation TX Big Spring Hospital Corporation TX Birmingham Holdings, LLC DE Birmingham Holdings II, LLC DE Blue Island Hospital Company, LLC DE Blue Island Illinois Holdings, LLC DE Bluefield Holdings, LLC DE Bluefield Hospital Company, LLC DE Bluffton Health System, LLC DE Brownsville Hospital Corporation TN Brownwood Hospital, L.P. DE Brownwood Medical Center, LLC DE Bullhead City Hospital Corporation AZ Bullhead City Hospital Investment Corporation DE Carlsbad Medical Center, LLC DE Centre Hospital Corporation AL CHHS Holdings, LLC DE CHS Kentucky Holdings, LLC DE CHS Pennsylvania Holdings, LLC DE CHS Virginia Holdings, LLC DE CHS Washington Holdings, LLC DE Clarksville Holdings, LLC DE Cleveland Hospital Corporation TN Cleveland Tennessee Hospital Company, LLC XX Xxxxxxx Hospital Corporation PA Coatesville Hospital Corporation PA Guarantor Jurisdiction of Organization College Station Hospital, L.P. DE College Station Medical Center, LLC DE College Station Merger, LLC DE Community GP Corp. DE Community Health Investment Company, LLC DE Community LP Corp. DE CP Hospital GP, LLC DE CPLP, LLC DE Crestwood Hospital, LLC DE Crestwood Hospital, LP, LLC DE CSMC, LLC DE CSRA Holdings, LLC DE Deaconess Holdings, LLC DE Deaconess Hospital Holdings, LLC XX Xxxxxx Hospital Corporation NM Desert Hospital Holdings, LLC XX Xxxxx Hospital, LLC DE DHFW Holdings, LLC DE DHSC, LLC XX Xxxxx Health System, LLC DE Dyersburg Hospital Corporation TN Emporia Hospital Corporation VA Evanston Hospital Corporation WY Fallbrook Hospital Corporation XX Xxxxx Hospital Corporation AL Forrest City Arkansas Hospital Company, LLC AR Xxxxxxx City Hospital Corporation AR Fort Xxxxx Hospital Corporation AL Frankfort Health Partner, Inc. IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.Franklin Hospital Corporation VA Gadsden Regional Medical Center, LLC DE Galesburg Hospital Corporation IL Granbury Hospital Corporation TX Granite City Hospital Corporation IL Granite City Illinois Hospital Company, LLC IL Greenville Hospital Corporation AL Guarantor Jurisdiction of Organization GRMC Holdings, LLC DE Hallmark Healthcare Company, LLC XX Xxxxx Medco, LLC DE Hospital of Barstow, Inc. DE Hospital of Xxxxxx, Inc. KY Hospital of Louisa, Inc. KY Hospital of Morristown, Inc. TN Xxxxxxx Hospital Corporation (KY) XX Xxxxxxx Hospital Corporation (TN) TN Jourdanton Hospital Corporation TX Xxx County Hospital Corporation OK Xxx County Oklahoma Hospital Company, LLC OK Kirksville Hospital Company, LLC DE Lakeway Hospital Corporation TN Lancaster Hospital Corporation DE Las Cruces Medical Center, LLC DE Lea Regional Hospital, LLC DE Lexington Hospital Corporation TN Longview Clinic Operations Company, LLC DE Longview Medical Center, L.P. DE Longview Merger, LLC DE LRH, LLC DE Lutheran Health Network of Indiana, LLC DE Marion Hospital Corporation IL Xxxxxx Hospital Corporation TN Massillon Community Health System LLC DE Massillon Health System LLC DE Massillon Holdings, LLC XX XxXxxxxx Tennessee Hospital Company, LLC XX XxXxxxx Hospital Corporation TN MCSA, L.L.C. AR Medical Center of Brownwood, LLC DE Merger Legacy Holdings, LLC DE MMC of Nevada, LLC XX Xxxxxxx Hospital Company, LLC DE MWMC Holdings, LLC DE Guarantor Jurisdiction of Organization Nanticoke Hospital Company, LLC DE National Healthcare of Leesville, Inc. DE National Healthcare of Mt. Xxxxxx, Inc. DE National Healthcare of Newport, Inc. DE Xxxxxxx Hospital, X.X. XX Xxxxxxx Regional, LLC DE NC-DSH, LLC NV Northampton Hospital Company, LLC DE Northwest Hospital, LLC DE NOV Holdings, LLC DE NRH, LLC DE Oak Hill Hospital Corporation WV Oro Valley Hospital, LLC XX Xxxxxx-Wasilla Health System, LLC XX Xxxxxx Hospital Corporation AZ Peckville Hospital Company, LLC DE Pennsylvania Hospital Company, LLC XX Xxxxxxxx Hospital Corporation AR Phoenixville Hospital Company, LLC DE Pottstown Hospital Company, LLC DE QHG Georgia Holdings, Inc. GA QHG Georgia Holdings II, LLC DE QHG Georgia, LP GA QHG of Bluffton Company, LLC DE QHG of Clinton County, Inc. IN QHG of Enterprise, Inc. AL QHG of Xxxxxxx County, Inc. MS QHG of Fort Xxxxx Company, LLC DE QHG of Hattiesburg, Inc. MS QHG of Massillon, Inc. OH QHG of South Carolina, Inc. SC QHG of Spartanburg, Inc. SC QHG of Springdale, Inc. AR QHG of Warsaw Company, LLC DE Quorum Health Resources, LLC DE Red Bud Hospital Corporation IL Guarantor Jurisdiction of Organization Red Bud Illinois Hospital Company, LLC IL Regional Hospital of Longview, LLC DE River Region Medical Corporation MS Roswell Hospital Corporation NM Ruston Hospital Corporation DE Ruston Louisiana Hospital Company, LLC DE SACMC, LLC DE Salem Hospital Corporation NJ San Xxxxxx Community Medical Center, LLC DE San Xxxxxx Medical, LLC DE San Xxxxxx Hospital Corporation NM Scranton Holdings, LLC DE Scranton Hospital Company, LLC DE Scranton Quincy Holdings, LLC DE Scranton Quincy Hospital Company, LLC DE Shelbyville Hospital Corporation TN Siloam Springs Arkansas Hospital Company, LLC DE Siloam Springs Holdings, LLC DE Southern Texas Medical Center, LLC DE Spokane Valley Washington Hospital Company, LLC DE Spokane Washington Hospital Company, LLC XX Xxxxxxxx Holdings, LLC DE Tooele Hospital Corporation UT Tomball Texas Holdings, LLC DE Tomball Texas Hospital Company, LLC DE Triad Healthcare Corporation DE Triad Holdings III, LLC DE Triad Holdings IV, LLC DE Triad Holdings V, LLC DE Triad Nevada Holdings, LLC DE Triad of Alabama, LLC DE Triad of Oregon, LLC DE Triad-ARMC, LLC DE Triad-El Dorado, Inc. AR Triad-Xxxxxxx Regional Hospital Subsidiary, LLC DE Tunkhannock Hospital Company, LLC DE Guarantor Jurisdiction of Organization VHC Medical, LLC DE Vicksburg Healthcare, LLC DE Victoria Hospital, LLC DE Victoria of Texas, L.P. DE Virginia Hospital Company, LLC VA Warren Ohio Hospital Company, LLC DE Warren Ohio Rehab Hospital Company, LLC DE Watsonville Hospital Corporation DE Waukegan Hospital Corporation IL Waukegan Illinois Hospital Company, LLC IL Weatherford Hospital Corporation TX Weatherford Texas Hospital Company, LLC TX Xxxx Hospital Corporation XX Xxxx Hospital Holdings, LLC XX Xxxxxx Health System, LLC DE West Grove Hospital Company, LLC DE WHMC, LLC XX Xxxxxx-Xxxxx Behavioral Hospital Company, LLC XX Xxxxxx-Xxxxx Holdings, LLC XX Xxxxxx-Xxxxx Hospital Company, LLC DE Williamston Hospital Corporation NC Women & Children’s Hospital, LLC DE Woodland Heights Medical Center, LLC XX Xxxxxxxx Health System, LLC DE Youngstown Ohio Hospital Company, LLC DE SCHEDULE C

Appears in 1 contract

Samples: Underwriting Agreement (Community Health Systems Inc)

Applicable Law; Waiver of Jury Trial. (a) This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by, by and construed in accordance with, with the laws law of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application regardless of the laws that might otherwise govern under applicable principles of any jurisdiction other than conflicts of laws. Each of the State of Delaware. The parties hereto agree that any suithereby irrevocably and unconditionally (i) submits, action or proceeding seeking for itself and its property, to enforce any provision of, or based on any matter arising out the exclusive jurisdiction 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 Court of Chancery (or, only if the Delaware Court of the State of Delaware (or in the event, but only in the event, that such court does not have subject matter Chancery declines to accept jurisdiction over such action or proceedinga particular matter, 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 any Federal court of the United States of AmericaAmerica sitting in the State of Delaware), and any appellate court from any thereof, in any action arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any Federal court of the United States District Court for of America sitting in the District State of Delaware), (ii) waives, to the fullest extent it may legally and each effectively do so, any objection which it may now or hereafter have to the laying of venue of any action arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery or any Federal court of the parties hereby irrevocably consents to United States of America sitting in the jurisdiction State of such courts Delaware, (and of the appropriate appellate courts therefromiii) 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 the defense of an inconvenient forum to the laying maintenance of the venue of any such suit, action or proceeding in any such court or and (iv) agrees that any such suit, action or proceeding brought a final judgment in any such court has been brought action shall be conclusive and may be enforced in an inconvenient forum. Process other jurisdictions by suit on the judgment or 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 HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYother manner provided by law.

Appears in 1 contract

Samples: Stockholders Agreement (Mayer Marc O)

Applicable Law; Waiver of Jury Trial. (a) This Agreement shall be governed by, by and construed and enforced in accordance with, with the laws of the State of Delaware, Delaware without giving effect reference to any choice of law or the conflict of laws principles thereof that would result in the application of the law rules of another jurisdiction. Each of the Parties irrevocably agrees that any legal action or provisions (whether proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party hereto or its successors or assigns, shall be brought and determined exclusively in the Chancery Court and any state appellate court therefrom within the State of Delaware (or, if the Chancery Court, or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than state appellate court therefrom within the State of Delaware, declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). The parties hereto agree Each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and agrees not to assert in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the 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 such court is brought in an inconvenient forum, (ii) the Court venue of Chancery of the State of Delaware (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 District of 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 waivesis improper or (iii) this Agreement, to or the fullest extent permitted subject matter hereof, may not be enforced in or by lawsuch courts. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, any objection that it may now or hereafter have to the laying of the venue of any such suitTHEREFORE, action or 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 may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. THE PARTIES HERETO HEREBY EACH SUCH PARTY IRREVOCABLY WAIVE AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING ACTION ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10(b).

Appears in 1 contract

Samples: Cooperation Agreement (Athersys, Inc / New)

Applicable Law; Waiver of Jury Trial. This Agreement shall be governed byTHE VALIDITY AND INTERPRETATION OF THIS AGREEMENT, and construed in accordance with, AND THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. TIME IS OF THE ESSENCE IN THIS AGREEMENT. The Company irrevocably (a) submits to the laws jurisdiction of any court of the State of Delaware, without giving effect to any choice of law New York or conflict of law rules or provisions (whether the United State District Court for the Southern District of the State of Delaware or any other jurisdictionNew York (each a “New York Court”) that would cause for the application purpose of the laws of any jurisdiction other than the State of Delaware. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision ofaction, or based on any matter other proceeding arising out of or in connection withthis Agreement, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against the Transaction Documents and the Offering Memorandum (each, a “Proceeding”), (b) agrees that all claims in respect of any party or any of its Affiliates) shall Proceeding may be brought in the Court of Chancery of the State of Delaware (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 District of Delaware) heard and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) determined in any such suitcourt, action or proceeding and irrevocably (c) waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying immunity from jurisdiction of the venue of any such suit, action or proceeding in any such court or from any legal process therein, (d) agrees not to commence any Proceeding other than in such courts, and (e) waives, to the fullest extent permitted by law, any claim that any such suit, action or proceeding brought in any such court has been Proceeding is brought in an inconvenient forum. Process in any such suitThe Company hereby irrevocably designates CT Corporation System Inc, action or proceeding 100 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 (the “Authorized Agent”) as agent upon whom process against the Company may be served on any party anywhere in the world, whether within or without the jurisdiction of any such courtserved. THE PARTIES HERETO COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY IRREVOCABLY WAIVE WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING CLAIM BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBYBY THE TRANSACTION DOCUMENTS, THE DISCLOSURE PACKAGE AND THE OFFERING MEMORANDUM.

Appears in 1 contract

Samples: Purchase Agreement (ShengdaTech, Inc.)

Applicable Law; Waiver of Jury Trial. This Agreement shall be governed by, by and construed in accordance with, under the laws of the State of Delaware, without giving effect . Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any choice of law or conflict of law rules or provisions (whether of judgment in respect thereof shall be brought and determined in any federal court located in the State of Delaware or any other jurisdiction) that would cause the application Delaware state court. Each of the laws parties hereto hereby (a) irrevocably submits with regard to any such action or proceeding to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby and waives the defense of sovereign immunity, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or otherwise, (c) expressly waives any defense that such action is brought in an inconvenient forum and (d) agrees that it shall not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state court or federal court sitting in the State of Delaware. The Each of the parties hereto agree hereby waives trial by jury in any action to which they are parties involving, directly or indirectly, any matter in any way arising out of, related to or connected with this Agreement and the transactions contemplated hereby and thereby. Each party agrees that notice or the service of process in any suitaction, 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 (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) provided for herein shall be brought properly served or delivered if delivered in the Court of Chancery of the State of Delaware (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 District of 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 manner contemplated 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 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 HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYSection 9.2.

Appears in 1 contract

Samples: Agreement and Plan of Merger (TBC Corp)

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Applicable Law; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the laws of the State of DelawareNebraska, without giving effect to any exclusive of its choice of law laws rules. Any legal action or conflict of law rules proceeding with respect to this Agreement or provisions (whether any other Loan Document may be brought in the courts of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision ofNebraska in Xxxxxxx County, 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 Court of Chancery of the State of Delaware (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 District of Delaware) Nebraska, and, by execution and each delivery of this Agreement, Company hereby irrevocably accepts for it self and in respect of its property, generally and unconditionally, the parties hereby nonexclusive jurisdiction of such courts. Company further irrevocably consents to the jurisdiction service of such courts (and process out of any of the appropriate appellate aforementioned courts therefrom) in any such suit, action or proceeding and irrevocably waivesby the mailing of copies thereof by registered or certified mail, postage prepaid, to it at the fullest extent address set out for notices pursuant to Section 8.4, such service to become effective three (3) days after such mailing. Nothing herein shall affect the right of First National to serve process in any other manner permitted by law, law or to commence legal proceedings or to otherwise proceed against Company in any other jurisdiction. Company hereby irrevocably waives any objection that which it may now or hereafter have to the laying of the venue of any such suit, action of the aforesaid actions or proceeding proceedings arising out of or in connection with this Agreement or any other Loan Document brought in the courts referred to above and hereby further irrevocably waives and agrees not to plead or claim 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 may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. THE PARTIES HERETO FIRST NATIONAL AND COMPANY HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT AGREEMENT, ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Appears in 1 contract

Samples: Loan Agreement (Summit Hotel Properties LLC)

Applicable Law; Waiver of Jury Trial. This Agreement and the legal relations between the Parties shall be governed by, by and interpreted and construed in accordance withwith the laws of the State of Delaware. Any and all claims, controversies and causes of action arising out of or relating to this Agreement, whether sounding in contract, tort or statute, shall be governed by the laws of the State of Delaware, including its statutes of limitations, without giving effect to any choice of law conflict-of-laws or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) rule that would cause result in the application of the laws of any jurisdiction other than the State of Delawarea different jurisdiction. The parties hereto agree that state and federal courts located within the state of Delaware shall have exclusive jurisdiction over any suitand all disputes between the Parties, action whether in law or proceeding seeking to enforce any provision ofin equity, or based on any matter arising out of or relating to this Agreement and the agreements, instruments and documents contemplated hereby and the Parties consent to and agree to be subject to the exclusive jurisdiction of such courts. The Parties hereby irrevocably waive to the fullest extent permitted by applicable law, and shall not assert in any such dispute, any claim that: (a) such Party is not personally subject to the jurisdiction of such courts; (b) such Party and such Party’s property is immune from any legal process of, in or relating to such courts; or (c) any action or other proceeding commenced in such courts is brought in an inconvenient forum. The mailing of process or other papers in connection with, with any such action or proceeding in the manner provided in Section 9.12 (or in such other manner as may be permitted by law) shall be valid and sufficient service thereof and the Parties hereby irrevocably waive any objections to service accomplished in the manner provided herein. The Parties hereby irrevocably waive all right to a trial by jury in any action or other proceeding arising out of or relating to 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 Court of Chancery of the State of Delaware (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 District of 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 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 HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYhereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Total System Services Inc)

Applicable Law; Waiver of Jury Trial. This Agreement and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) shall be governed by, by and construed in accordance with, with the internal laws of the State of Delaware, Delaware without giving effect to any choice of law or conflict of law rules provision or provisions rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Delaware. The parties hereto agree that any suit, action or proceeding seeking Each Party (a) submits to enforce any provision of, or based on any matter arising out the exclusive jurisdiction 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 Court of Chancery of the State of Delaware (or in the eventDelaware, but only in the eventNew Castle County, or, if that such court does not have subject matter jurisdiction over such action or proceedingjurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) ora federal court sitting in Wilmington, if subject matter jurisdiction over the Delaware, in any action or proceeding is vested exclusively arising out of or relating to this Agreement, (b) agrees that all claims in the federal courts of the United States of America, the United States District Court for the District of Delaware) and each of the parties hereby irrevocably consents to the jurisdiction respect 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 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 heard and determined only in the world, whether within or without the jurisdiction of any such court, (c) agrees that it shall not attempt to deny or defeat such jurisdiction by motion or other request for leave from any such court, and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYEach Party waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of the other Party with respect thereto. Either Party may make service on the other Party by sending or delivering a copy of the process to the Party to be served at the address and in the manner provided for the giving of notices in Section 6.8 below. Nothing in this Section 6.4, however, shall affect the right of either Party to serve legal process in any other manner permitted by law. To the extent permitted by applicable law, each Party hereby irrevocably waives all rights to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby or the actions of either Party in the negotiation, administration, performance and enforcement of this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Houghton Mifflin Harcourt Co)

Applicable Law; Waiver of Jury Trial. This Agreement shall be governed byTHIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL IN ALL RESPECTS BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE. EACH PARTY HERETO HEREBY AGREES TO THE WAIVER OF JURY TRIAL PROVISIONS SET FORTH IN SECTION 9.16 OF THE AMENDED CREDIT AGREEMENT AS IF SUCH SECTION WERE SET FORTH IN FULL HEREIN. The New Borrower (on behalf of itself and construed the other Loan Parties) and each Lender party hereto unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in accordance withlaw or equity, whether in contract or in tort or otherwise, against any other party hereto or any related party of any of the laws foregoing in any way relating to this Amendment or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of Delaware, without giving effect to any choice New York sitting in New York County and of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. 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 Court of Chancery of the State of Delaware (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 of the Southern District of Delaware) New York, and any appellate court from any thereof, and each of the parties hereby hereto irrevocably consents and unconditionally submits, for itself and its property, to the jurisdiction of such courts (and agrees that all claims in respect of the appropriate appellate courts therefrom) in any such suitaction, action litigation or proceeding may be heard and irrevocably waivesdetermined in such New York State court or, to the fullest extent permitted by applicable law, any objection in such Federal court. Each party hereto agrees that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding a final judgment in any such court or that any such suitaction, action litigation or proceeding brought shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or 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 HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYother manner provided by law.

Appears in 1 contract

Samples: Agreement (Federal-Mogul Holdings Corp)

Applicable Law; Waiver of Jury Trial. This Agreement shall be governed byTHE VALIDITY AND INTERPRETATION OF THIS AGREEMENT, and construed in accordance with, AND THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. TIME IS OF THE ESSENCE IN THIS AGREEMENT. The Company irrevocably (a) submits to the laws jurisdiction of any court of the State of Delaware, without giving effect to any choice of law New York or conflict of law rules or provisions (whether the United State District Court for the Southern District of the State of Delaware or any other jurisdiction) that would cause New York for the application purpose of the laws of any jurisdiction other than the State of Delaware. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision ofaction, or based on any matter other proceeding arising out of or in connection withthis Agreement, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against the Transaction Documents and the Offering Memorandum (each, a “Proceeding”), (b) agrees that all claims in respect of any party or any of its Affiliates) shall Proceeding may be brought in the Court of Chancery of the State of Delaware (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 District of Delaware) heard and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) determined in any such suitcourt, action or proceeding and irrevocably (c) waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying immunity from jurisdiction of the venue of any such suit, action or proceeding in any such court or from any legal process therein, (d) agrees not to commence any Proceeding other than in such courts, and (e) waives, to the fullest extent permitted by law, any claim that any such suit, action or proceeding brought in any such court has been Proceeding is brought in an inconvenient forum. Process in any such suitThe Company hereby irrevocably designates CT Corporation System Inc, action or proceeding 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 as agent upon whom process against the Company may be served on any party anywhere in the world, whether within or without the jurisdiction of any such courtserved. THE PARTIES HERETO COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY IRREVOCABLY WAIVE WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING CLAIM BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBYBY THE TRANSACTION DOCUMENTS, THE DISCLOSURE PACKAGE AND THE OFFERING MEMORANDUM.

Appears in 1 contract

Samples: Purchase Agreement (ShengdaTech, Inc.)

Applicable Law; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the laws of the State of DelawareNew York. The Company, without giving effect the Guarantors and the Underwriters hereby agree on their own behalf and, to the extent permitted by applicable law, on behalf of their affiliates, to waive any right to a trial by jury with respect to any choice of law claim, counter-claim or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. 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 withwith this Agreement or the transactions contemplated hereby. The Company, the Guarantors and the Underwriters hereby submit to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company, the Guarantors and the Underwriters irrevocably and unconditionally waive any objection to the laying of venue of any suit or proceeding arising out of or relating to 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 Federal and state courts in the Court Borough of Chancery Manhattan in The City of the State of Delaware (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 District of 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 New York and irrevocably waives, and unconditionally waives and agrees not to the fullest extent permitted by law, any objection that it may now plead or hereafter have to the laying of the venue of any such suit, action or proceeding claim in any such court or that any such suit, action suit or proceeding brought in any such court has been brought in an inconvenient forum. Process If the foregoing is in any such suitaccordance with the Representative’s understanding of our agreement, action or proceeding may be served kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement between the Company, the Guarantors and the several Underwriters in accordance with its terms. Very truly yours, CHS/COMMUNITY HEALTH SYSTEMS, INC. By: /s/ W. Xxxxx Xxxx Name: W. Xxxxx Xxxx Title: Executive Vice President/Chief Financial Officer ABILENE HOSPITAL, LLC CLEVELAND TENNESSEE HOSPITAL COMPANY, LLC ABILENE MERGER, LLC CLINTON HOSPITAL CORPORATION XXXX HOSPITAL CORPORATION COATESVILLE HOSPITAL CORPORATION BERWICK HOSPITAL COMPANY, LLC COLLEGE STATION HOSPITAL, L.P. BIG BEND HOSPITAL CORPORATION COLLEGE STATION MEDICAL CENTER, LLC BIG SPRING HOSPITAL CORPORATION COLLEGE STATION MERGER, LLC BIRMINGHAM HOLDINGS II, LLC COMMUNITY GP CORP. BIRMINGHAM HOLDINGS, LLC COMMUNITY HEALTH INVESTMENT COMPANY, LLC BLUEFIELD HOLDINGS, LLC COMMUNITY HEALTH SYSTEMS, INC. BLUEFIELD HOSPITAL COMPANY, LLC COMMUNITY LP CORP. BLUFFTON HEALTH SYSTEM, LLC CP HOSPITAL GP, LLC BROWNSVILLE HOSPITAL CORPORATION CPLP, LLC BROWNWOOD HOSPITAL, L.P. CRESTWOOD HOSPITAL, LLC BROWNWOOD MEDICAL CENTER, LLC CRESTWOOD HOSPITAL, LP, LLC BULLHEAD CITY HOSPITAL CORPORATION CSMC, LLC BULLHEAD CITY HOSPITAL INVESTMENT CORPORATION CSRA HOLDINGS, LLC CARLSBAD MEDICAL CENTER, LLC DEACONESS HOLDINGS, LLC CENTRE HOSPITAL CORPORATION DEACONESS HOSPITAL HOLDINGS, LLC CHHS HOLDINGS, LLC XXXXXX HOSPITAL CORPORATION CHS KENTUCKY HOLDINGS, LLC DESERT HOSPITAL HOLDINGS, LLC CHS PENNSYLVANIA HOLDINGS, LLC XXXXX HOSPITAL, LLC CHS VIRGINIA HOLDINGS, LLC DHFW HOLDINGS, LLC CHS WASHINGTON HOLDINGS, LLC DHSC, LLC CLARKSVILLE HOLDINGS, LLC XXXXX HEALTH SYSTEM, LLC CLEVELAND HOSPITAL CORPORATION DYERSBURG HOSPITAL CORPORATION By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Executive Vice President Acting on any party anywhere in behalf of each of the worldGuarantors set forth above EMPORIA HOSPITAL CORPORATION XXX COUNTY HOSPITAL CORPORATION EVANSTON HOSPITAL CORPORATION XXX COUNTY OKLAHOMA HOSPITAL COMPANY, whether within or without LLC FALLBROOK HOSPITAL CORPORATION KIRKSVILLE HOSPITAL COMPANY, LLC XXXXX HOSPITAL CORPORATION LAKEWAY HOSPITAL CORPORATION FORREST CITY ARKANSAS HOSPITAL COMPANY, LLC LANCASTER HOSPITAL CORPORATION XXXXXXX CITY HOSPITAL CORPORATION LAS CRUCES MEDICAL CENTER, LLC FORT XXXXX HOSPITAL CORPORATION LEA REGIONAL HOSPITAL, LLC FRANKFORT HEALTH PARTNER, INC. LEXINGTON HOSPITAL CORPORATION FRANKLIN HOSPITAL CORPORATION LONGVIEW MERGER, LLC GADSDEN REGIONAL MEDICAL CENTER, LLC LRH, LLC GALESBURG HOSPITAL CORPORATION LUTHERAN HEALTH NETWORK OF INDIANA, LLC GRANBURY HOSPITAL CORPORATION XXXXXX HOSPITAL CORPORATION GRANITE CITY HOSPITAL CORPORATION XXXXXX HOSPITAL CORPORATION GRANITE CITY ILLINOIS HOSPITAL COMPANY, LLC MASSILLON COMMUNITY HEALTH SYSTEM LLC GREENVILLE HOSPITAL CORPORATION MASSILLON HEALTH SYSTEM LLC GRMC HOLDINGS, LLC MASSILLON HOLDINGS, LLC HALLMARK HEALTHCARE COMPANY, LLC XXXXXXXX TENNESSEE HOSPITAL COMPANY, LLC XXXXX MEDCO, LLC MCNAIRY HOSPITAL CORPORATION HOSPITAL OF BARSTOW, INC. MCSA, L.L.C. HOSPITAL OF XXXXXX, INC. MEDICAL CENTER OF BROWNWOOD, LLC HOSPITAL OF LOUISA, INC. MERGER LEGACY HOLDINGS, LLC HOSPITAL OF MORRISTOWN, INC. MMC OF NEVADA, LLC XXXXXXX HOSPITAL CORPORATION (KY) XXXXXXX HOSPITAL COMPANY, LLC XXXXXXX HOSPITAL CORPORATION (TN) MWMC HOLDINGS, LLC JOURDANTON HOSPITAL CORPORATION NANTICOKE HOSPITAL COMPANY, LLC By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Executive Vice President Acting on behalf of each of the jurisdiction Guarantors set forth above NATIONAL HEALTHCARE OF LEESVILLE, INC. QHG OF XXXXXXX COUNTY, INC. NATIONAL HEALTHCARE OF MT. XXXXXX, INC. QHG OF FORT XXXXX COMPANY, LLC NATIONAL HEALTHCARE OF NEWPORT, INC. QHG OF HATTIESBURG, INC. XXXXXXX HOSPITAL, L.P. QHG OF MASSILLON, INC. XXXXXXX REGIONAL, LLC QHG OF SOUTH CAROLINA, INC. NC-DSH, LLC QHG OF SPARTANBURG, INC. NORTHAMPTON HOSPITAL COMPANY, LLC QHG OF SPRINGDALE, INC. NORTHWEST HOSPITAL, LLC QHG OF WARSAW COMPANY, LLC NOV HOLDINGS, LLC QUORUM HEALTH RESOURCES, LLC NRH, LLC RED BUD HOSPITAL CORPORATION OAK HILL HOSPITAL CORPORATION RED BUD ILLINOIS HOSPITAL COMPANY, LLC ORO VALLEY HOSPITAL, LLC REGIONAL HOSPITAL OF LONGVIEW, LLC XXXXXX-WASILLA HEALTH SYSTEM, LLC RIVER REGION MEDICAL CORPORATION PAYSON HOSPITAL CORPORATION ROSWELL HOSPITAL CORPORATION PECKVILLE HOSPITAL COMPANY, LLC RUSTON HOSPITAL CORPORATION PENNSYLVANIA HOSPITAL COMPANY, LLC RUSTON LOUISIANA HOSPITAL COMPANY, LLC XXXXXXXX HOSPITAL CORPORATION SACMC, LLC PHOENIXVILLE HOSPITAL COMPANY, LLC SALEM HOSPITAL CORPORATION POTTSTOWN HOSPITAL COMPANY, LLC SAN XXXXXX COMMUNITY MEDICAL CENTER, LLC QHG GEORGIA HOLDINGS II, LLC SAN XXXXXX MEDICAL, LLC QHG GEORGIA HOLDINGS, INC. SAN XXXXXX HOSPITAL CORPORATION QHG GEORGIA, XX XXXXXXXX HOLDINGS, LLC QHG OF BLUFFTON COMPANY, LLC SCRANTON HOSPITAL COMPANY, LLC QHG OF CLINTON COUNTY, INC. SCRANTON QUINCY HOLDINGS, LLC QHG OF ENTERPRISE, INC. SCRANTON QUINCY HOSPITAL COMPANY, LLC By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Executive Vice President Acting on behalf of any such courteach of the Guarantors set forth above SHELBYVILLE HOSPITAL CORPORATION VIRGINIA HOSPITAL COMPANY, LLC SILOAM SPRINGS ARKANSAS HOSPITAL COMPANY, LLC WARREN OHIO HOSPITAL COMPANY, LLC SILOAM SPRINGS HOLDINGS, LLC WARREN OHIO REHAB HOSPITAL COMPANY, LLC SOUTHERN TEXAS MEDICAL CENTER, LLC WATSONVILLE HOSPITAL CORPORATION SPOKANE VALLEY WASHINGTON HOSPITAL COMPANY, LLC WAUKEGAN HOSPITAL CORPORATION SPOKANE WASHINGTON HOSPITAL COMPANY, LLC WAUKEGAN ILLINOIS HOSPITAL COMPANY, LLC TENNYSON HOLDINGS, LLC XXXXXXXXXXX HOSPITAL CORPORATION TOMBALL TEXAS HOLDINGS, LLC WEATHERFORD TEXAS HOSPITAL COMPANY, LLC TOMBALL TEXAS HOSPITAL COMPANY, LLC XXXX HOSPITAL CORPORATION TOOELE HOSPITAL CORPORATION XXXX HOSPITAL HOLDINGS, LLC TRIAD HEALTHCARE CORPORATION XXXXXX HEALTH SYSTEM, LLC TRIAD HOLDINGS III, LLC WEST GROVE HOSPITAL COMPANY, LLC TRIAD HOLDINGS IV, LLC WHMC, LLC TRIAD HOLDINGS V, LLC XXXXXX-XXXXX BEHAVIORAL HOSPITAL COMPANY, LLC TRIAD NEVADA HOLDINGS, LLC XXXXXX-XXXXX HOLDINGS, LLC TRIAD OF ALABAMA, LLC XXXXXX-XXXXX HOSPITAL COMPANY, LLC TRIAD OF OREGON, LLC WILLIAMSTON HOSPITAL CORPORATION TRIAD-ARMC, LLC WOMEN & CHILDREN’S HOSPITAL, LLC TRIAD-EL DORADO, INC. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY WOODLAND HEIGHTS MEDICAL CENTER, LLC TRIAD-XXXXXXX REGIONAL HOSPITAL SUBSIDIARY, LLC XXXXXXXX HEALTH SYSTEM, LLC TUNKHANNOCK HOSPITAL COMPANY, LLC YOUNGSTOWN OHIO HOSPITAL COMPANY, LLC VHC MEDICAL, LLC BLUE ISLAND HOSPITAL COMPANY, LLC VICKSBURG HEALTHCARE, LLC BLUE ISLAND ILLINOIS HOLDINGS, LLC VICTORIA HOSPITAL, LLC LONGVIEW CLINIC OPERATIONS COMPANY, LLC VICTORIA OF TEXAS, L.P. LONGVIEW MEDICAL CENTER, L.P. AFFINITY HEALTH SYSTEMS, LLC AFFINITY HOSPITAL, LLC By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Executive Vice President Acting on behalf of each of the Guarantors set forth above The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. Credit Suisse Securities (USA) LLC By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Acting on behalf of itself and as the Representative of the several Underwriters SCHEDULE A Underwriter Principal Amount of Offered Securities Credit Suisse Securities (USA) LLC $ 202,676,000.00 Citigroup Global Markets Inc. 95,176,000.00 Credit Agricole Securities (USA) Inc. 95,176,000.00 Xxxxxxx, Xxxxx & Co. 95,176,000.00 X.X. Xxxxxx Securities LLC 95,176,000.00 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 95,176,000.00 Xxxxxx Xxxxxxx & Co. LLC 95,176,000.00 RBC Capital Markets, LLC 95,176,000.00 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 95,176,000.00 Xxxxx Fargo Securities, LLC 95,176,000.00 Deutsche Bank Securities Inc. 28,148,000.00 Fifth Third Securities, Inc. 28,148,000.00 Mitsubishi UFJ Securities (USA), Inc. 28,148,000.00 Scotia Capital (USA) Inc. 28,148,000.00 UBS Securities LLC 28,148,000.00 Total $1,200,000,000.00 SCHEDULE B List of Guarantors Guarantor Jurisdiction of Organization Community Health Systems, Inc. DE Abilene Hospital, LLC DE Abilene Merger, LLC DE Affinity Health Systems, LLC DE Affinity Hospital, LLC DE Xxxx Hospital Corporation IL Berwick Hospital Company, LLC DE Big Bend Hospital Corporation TX Big Spring Hospital Corporation TX Birmingham Holdings, LLC DE Birmingham Holdings II, LLC DE Blue Island Hospital Company, LLC DE Blue Island Illinois Holdings, LLC DE Bluefield Holdings, LLC DE Bluefield Hospital Company, LLC DE Bluffton Health System, LLC DE Brownsville Hospital Corporation TN Brownwood Hospital, L.P. DE Brownwood Medical Center, LLC DE Bullhead City Hospital Corporation AZ Bullhead City Hospital Investment Corporation DE Carlsbad Medical Center, LLC DE Centre Hospital Corporation AL CHHS Holdings, LLC DE CHS Kentucky Holdings, LLC DE CHS Pennsylvania Holdings, LLC DE CHS Virginia Holdings, LLC DE CHS Washington Holdings, LLC DE Clarksville Holdings, LLC DE Cleveland Hospital Corporation TN Cleveland Tennessee Hospital Company, LLC XX Xxxxxxx Hospital Corporation PA Guarantor Jurisdiction of Organization Coatesville Hospital Corporation PA College Station Hospital, L.P. DE College Station Medical Center, LLC DE College Station Merger, LLC DE Community GP Corp. DE Community Health Investment Company, LLC DE Community LP Corp. DE CP Hospital GP, LLC DE CPLP, LLC DE Crestwood Hospital, LLC DE Crestwood Hospital, LP, LLC DE CSMC, LLC DE CSRA Holdings, LLC DE Deaconess Holdings, LLC DE Deaconess Hospital Holdings, LLC XX Xxxxxx Hospital Corporation NM Desert Hospital Holdings, LLC XX Xxxxx Hospital, LLC DE DHFW Holdings, LLC DE DHSC, LLC XX Xxxxx Health System, LLC DE Dyersburg Hospital Corporation TN Emporia Hospital Corporation VA Evanston Hospital Corporation WY Fallbrook Hospital Corporation XX Xxxxx Hospital Corporation AL Forrest City Arkansas Hospital Company, LLC AR Xxxxxxx City Hospital Corporation AR Fort Xxxxx Hospital Corporation AL Frankfort Health Partner, Inc. IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.Franklin Hospital Corporation VA Gadsden Regional Medical Center, LLC DE Galesburg Hospital Corporation IL Granbury Hospital Corporation TX Granite City Hospital Corporation IL Guarantor Jurisdiction of Organization Granite City Illinois Hospital Company, LLC IL Greenville Hospital Corporation AL GRMC Holdings, LLC DE Hallmark Healthcare Company, LLC XX Xxxxx Medco, LLC DE Hospital of Barstow, Inc. DE Hospital of Xxxxxx, Inc. KY Hospital of Louisa, Inc. KY Hospital of Morristown, Inc. TN Xxxxxxx Hospital Corporation (KY) XX Xxxxxxx Hospital Corporation (TN) TN Jourdanton Hospital Corporation TX Xxx County Hospital Corporation OK Xxx County Oklahoma Hospital Company, LLC OK Kirksville Hospital Company, LLC DE Lakeway Hospital Corporation TN Lancaster Hospital Corporation DE Las Cruces Medical Center, LLC DE Lea Regional Hospital, LLC DE Lexington Hospital Corporation TN Longview Clinic Operations Company, LLC DE Longview Medical Center, L.P. DE Longview Merger, LLC DE LRH, LLC DE Lutheran Health Network of Indiana, LLC DE Marion Hospital Corporation IL Xxxxxx Hospital Corporation TN Massillon Community Health System LLC DE Massillon Health System LLC DE Massillon Holdings, LLC XX XxXxxxxx Tennessee Hospital Company, LLC XX XxXxxxx Hospital Corporation TN MCSA, L.L.C. AR Medical Center of Brownwood, LLC DE Merger Legacy Holdings, LLC DE Guarantor Jurisdiction of Organization MMC of Nevada, LLC XX Xxxxxxx Hospital Company, LLC DE MWMC Holdings, LLC DE Nanticoke Hospital Company, LLC DE National Healthcare of Leesville, Inc. DE National Healthcare of Mt. Xxxxxx, Inc. DE National Healthcare of Newport, Inc. DE Xxxxxxx Hospital, X.X. XX Xxxxxxx Regional, LLC DE NC-DSH, LLC NV Northampton Hospital Company, LLC DE Northwest Hospital, LLC DE NOV Holdings, LLC DE NRH, LLC DE Oak Hill Hospital Corporation WV Oro Valley Hospital, LLC XX Xxxxxx-Wasilla Health System, LLC XX Xxxxxx Hospital Corporation AZ Peckville Hospital Company, LLC DE Pennsylvania Hospital Company, LLC XX Xxxxxxxx Hospital Corporation AR Phoenixville Hospital Company, LLC DE Pottstown Hospital Company, LLC DE QHG Georgia Holdings, Inc. GA QHG Georgia Holdings II, LLC DE QHG Georgia, LP GA QHG of Bluffton Company, LLC DE QHG of Clinton County, Inc. IN QHG of Enterprise, Inc. AL QHG of Xxxxxxx County, Inc. MS QHG of Fort Xxxxx Company, LLC DE QHG of Hattiesburg, Inc. MS QHG of Massillon, Inc. OH QHG of South Carolina, Inc. SC QHG of Spartanburg, Inc. SC Guarantor Jurisdiction of Organization QHG of Springdale, Inc. AR QHG of Warsaw Company, LLC DE Quorum Health Resources, LLC DE Red Bud Hospital Corporation IL Red Bud Illinois Hospital Company, LLC IL Regional Hospital of Longview, LLC DE River Region Medical Corporation MS Roswell Hospital Corporation NM Ruston Hospital Corporation DE Ruston Louisiana Hospital Company, LLC DE SACMC, LLC DE Salem Hospital Corporation NJ San Xxxxxx Community Medical Center, LLC DE San Xxxxxx Medical, LLC DE San Xxxxxx Hospital Corporation NM Scranton Holdings, LLC DE Scranton Hospital Company, LLC DE Scranton Quincy Holdings, LLC DE Scranton Quincy Hospital Company, LLC DE Shelbyville Hospital Corporation TN Siloam Springs Arkansas Hospital Company, LLC DE Siloam Springs Holdings, LLC DE Southern Texas Medical Center, LLC DE Spokane Valley Washington Hospital Company, LLC DE Spokane Washington Hospital Company, LLC XX Xxxxxxxx Holdings, LLC DE Tooele Hospital Corporation UT Tomball Texas Holdings, LLC DE Tomball Texas Hospital Company, LLC DE Triad Healthcare Corporation DE Triad Holdings III, LLC DE Triad Holdings IV, LLC DE Triad Holdings V, LLC DE Triad Nevada Holdings, LLC DE Triad of Alabama, LLC DE Guarantor Jurisdiction of Organization Triad of Oregon, LLC DE Triad-ARMC, LLC DE Triad-El Dorado, Inc. AR Triad-Xxxxxxx Regional Hospital Subsidiary, LLC DE Tunkhannock Hospital Company, LLC DE VHC Medical, LLC DE Vicksburg Healthcare, LLC DE Victoria Hospital, LLC DE Victoria of Texas, L.P. DE Virginia Hospital Company, LLC VA Warren Ohio Hospital Company, LLC DE Warren Ohio Rehab Hospital Company, LLC DE Watsonville Hospital Corporation DE Waukegan Hospital Corporation IL Waukegan Illinois Hospital Company, LLC IL Xxxxxxxxxxx Hospital Corporation TX Weatherford Texas Hospital Company, LLC TX Xxxx Hospital Corporation XX Xxxx Hospital Holdings, LLC XX Xxxxxx Health System, LLC DE West Grove Hospital Company, LLC DE WHMC, LLC XX Xxxxxx-Xxxxx Behavioral Hospital Company, LLC XX Xxxxxx-Xxxxx Holdings, LLC XX Xxxxxx-Xxxxx Hospital Company, LLC DE Williamston Hospital Corporation NC Women & Children’s Hospital, LLC DE Woodland Heights Medical Center, LLC XX Xxxxxxxx Health System, LLC DE Youngstown Ohio Hospital Company, LLC DE SCHEDULE C

Appears in 1 contract

Samples: Underwriting Agreement (Community Health Systems Inc)

Applicable Law; Waiver of Jury Trial. (a) This Agreement shall be governed by, by and construed and enforced in accordance with, with the laws of the State of Delaware, Delaware without giving effect reference to any choice of law or the conflict of laws principles thereof that would result in the application of the law rules of another jurisdiction. Each of the Parties irrevocably agrees that any legal action or provisions (whether proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party hereto or its successors or assigns, shall be brought and determined exclusively in the Chancery Court and any state appellate court therefrom within the State of Delaware (or, if the Chancery Court, or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than state appellate court therefrom within the State of Delaware, declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). The parties hereto agree Each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and agrees not to assert in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the 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 such court is brought in an inconvenient forum, (ii) the Court venue of Chancery of the State of Delaware (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 District of 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 waivesis improper or (iii) this Agreement, to or the fullest extent permitted subject matter hereof, may not be enforced in or by lawsuch courts.(b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, any objection that it may now or hereafter have to the laying of the venue of any such suitTHEREFORE, action or 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 may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. THE PARTIES HERETO HEREBY EACH SUCH PARTY IRREVOCABLY WAIVE AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING ACTION ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10 (b).

Appears in 1 contract

Samples: Cooperation Agreement (Healios K.K.)

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