Common use of Consent to Jurisdiction, Etc Clause in Contracts

Consent to Jurisdiction, Etc. Each of the Parties hereby irrevocably consents and agrees that, subject to Section 2.3(e) and Section 2.4(g), any action, suit or proceeding arising in connection with any disagreement, dispute, controversy or claim arising out of or relating to this Agreement or any related document (for purposes of this Section, a “Legal Dispute”) shall be brought only to the exclusive jurisdiction of the state or federal courts located in Wilmington, Delaware. The Parties agree that, after a Legal Dispute is before a court as specified in this Section 8.7 and during the pendency of such Legal Dispute before such court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including, without limitation, any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each of the Parties hereby waives, and agrees not to assert, as a defense in any legal dispute, that such Party is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in such court or that such Party’s property is exempt or immune from execution, that the action, suit or proceeding is brought in an inconvenient forum or that the venue of the action, suit or proceeding is improper. Each Party hereto agrees that a final judgment in any action, suit or proceeding described in this Section 8.7 after the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable laws.

Appears in 1 contract

Samples: Asset Purchase Agreement (Repay Holdings Corp)

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Consent to Jurisdiction, Etc. Each of the Parties hereby irrevocably consents and agrees that, subject to Section 2.3(e1.4(c) and Section 2.4(g1.5(e), any action, suit or proceeding arising in connection with any disagreement, dispute, controversy or claim arising out of or relating to this Agreement or any related document (for purposes of this Section, a “Legal Dispute”) shall be brought only to the exclusive jurisdiction of the state courts of the State of Georgia or the federal courts located in Wilmington, Delawarethe State of Georgia. The Parties agree that, after a Legal Dispute is before a court as specified in this Section 8.7 9.7 and during the pendency of such Legal Dispute before such court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including, without limitation, any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each of the Parties hereby waives, and agrees not to assert, as a defense in any legal dispute, that such Party it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in such court or that such Party’s its property is exempt or immune from execution, that the action, suit or proceeding is brought in an inconvenient forum or that the venue of the action, suit or proceeding is improper. Each Party hereto agrees that a final judgment in any action, suit or proceeding described in this Section 8.7 9.7 after the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable laws.

Appears in 1 contract

Samples: Securities Purchase Agreement (Repay Holdings Corp)

Consent to Jurisdiction, Etc. Each of the Parties Party hereby irrevocably consents and agrees that, subject to Section 2.3(e) and Section 2.4(g), that any action, suit or proceeding arising in connection with any disagreement, dispute, controversy or claim arising out of or relating to this Agreement or any related document (for purposes of this Section, a “Legal Dispute”) Dispute shall be brought only to the exclusive jurisdiction of the state courts of the State of Florida or the federal courts located in Wilmingtonthe State of Florida, Delawareand each Party hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts thereof) 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 they any such suit, action or proceeding that is brought in any such court has been brought in an inconvenient forum. The Parties agree that, after During the period a Legal Dispute that is filed in accordance with this Section 12.6 is pending before a court as specified in this Section 8.7 and during the pendency of such Legal Dispute before such court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including, without limitation, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each of the Parties Party hereby waives, and agrees shall not to assert, assert as a defense in any legal disputeLegal Dispute, that (a) such Party is not subject thereto or that thereto, (b) such action, suit or proceeding may not be brought or is not maintainable in such court or that court, (c) such Party’s property is exempt or immune from execution, that the (d) such action, suit or proceeding is brought in an inconvenient forum or that (e) the venue of the such action, suit or proceeding is improper. Each Party hereto agrees that a A final judgment in any action, suit or proceeding described in this Section 8.7 after 12.6 following the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawsLaws.

Appears in 1 contract

Samples: Stock Purchase Agreement (Tri-S Security Corp)

Consent to Jurisdiction, Etc. Each of the Parties Party hereby irrevocably consents and agrees that, subject to Section 2.3(e) and Section 2.4(g), that any action, suit or proceeding arising in connection with any disagreement, dispute, controversy or claim arising out of or relating to this Agreement or any related document (for purposes of this Section, a “Legal Dispute”) Dispute shall be brought only to the exclusive jurisdiction of the state courts of the State of Missouri or the federal courts located in Wilmingtonthe State of Missouri, Delawareand each Party hereby 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 they any such suit, action or proceeding that is brought in any such court has been brought in an inconvenient forum. The Parties agree that, after During the period a Legal Dispute that is filed in accordance with this Section 11.6 is pending before a court as specified in this Section 8.7 and during the pendency of such Legal Dispute before such court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including, without limitation, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each of the Parties Party hereby waives, and agrees shall not to assert, assert as a defense in any legal disputeLegal Dispute, that (a) such Party is not subject thereto or that thereto, (b) such action, suit or proceeding may not be brought or is not maintainable in such court or that court, (c) such Party’s property is exempt or immune from execution, that the (d) such action, suit or proceeding is brought in an inconvenient forum or that (e) the venue of the such action, suit or proceeding is improper. Each Party hereto agrees that a A final judgment in any action, suit or proceeding described in this Section 8.7 after 11.6 following the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawsLaws.

Appears in 1 contract

Samples: Stock Purchase Agreement (Serologicals Corp)

Consent to Jurisdiction, Etc. Each 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 only in the courts of the State of Missouri or the federal courts located in the State of Missouri, and each of the Parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably consents and agrees thatwaives, subject to Section 2.3(e) and Section 2.4(g)the fullest extent permitted by law, any actionobjection which it may now or hereafter have to the laying of the venue of any such suit, suit action or proceeding arising in connection with any disagreementsuch court or that any such suit, dispute, controversy action or claim arising out of or relating to this Agreement or proceeding which is brought in any related document (for purposes of this Section, a “Legal Dispute”) shall be such court has been brought only to the exclusive jurisdiction of the state or federal courts located in Wilmington, Delawarean inconvenient forum. The Parties agree that, after a Legal Dispute legal dispute is before a court as specified in this Section 8.7 10.7, and during the pendency of such Legal Dispute dispute before such court, all actions, suits suits, or proceedings with respect to such Legal Dispute dispute or any other Legal Disputedispute, including, including without limitation, any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each of the Parties hereby waives, and agrees not to assert, as a defense Process in any legal disputesuch suit, that such Party is not subject thereto or that such action, suit action or proceeding may not be brought served on any Party anywhere in the world, whether within or is not maintainable without the jurisdiction of any such court. Without limiting the foregoing, each Party agrees that service of process on such Party as provided in such court or that Section 9.1 shall be deemed effective service of process on such Party’s property is exempt or immune from execution, that the action, suit or proceeding is brought in an inconvenient forum or that the venue of the action, suit or proceeding is improper. Each Party hereto agrees that a final judgment in any action, suit or proceeding described in this Section 8.7 9.7 after the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable laws.

Appears in 1 contract

Samples: Asset Purchase Agreement (Labarge Inc)

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Consent to Jurisdiction, Etc. Each of the Parties Party hereby irrevocably consents and agrees that, subject to Section 2.3(e) and Section 2.4(g), that any action, suit or proceeding arising in connection with any disagreement, dispute, controversy or claim arising out of or relating to this Agreement or any related document (for purposes of this Section, a “Legal Dispute”) Dispute shall be brought only to the exclusive jurisdiction of the state courts of the State of North Carolina or the federal courts located in Wilmingtonthe State of Delaware, Delawareand each Party hereby 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 that is brought in any such court has been brought in an inconvenient forum. The Parties agree that, after During the period a Legal Dispute is pending before a court as specified in this Section 8.7 and during the pendency of such Legal Dispute before such court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including, without limitation, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each of the Parties Party hereby waives, and agrees shall not to assert, assert as a defense in any legal disputeLegal Dispute, that (a) such Party is not subject thereto or that thereto, (b) such action, suit or proceeding may not be brought or is not maintainable in such court or that court, (c) such Party’s 's property is exempt or immune from execution, that the (d) such action, suit or proceeding is brought in an inconvenient forum or that (e) the venue of the such action, suit or proceeding is improper. Each Party hereto agrees that a A final judgment in any action, suit or proceeding described in this Section 8.7 after 13.5 following the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawsLaws.

Appears in 1 contract

Samples: Purchase Agreement (Seaboard Corp /De/)

Consent to Jurisdiction, Etc. Each of the Parties hereby irrevocably consents and agrees that, subject Subject to Section 2.3(e) and Section 2.4(g)15 below, the parties hereto agree that any actionsuit, suit action or proceeding arising in connection with seeking to enforce any disagreementprovision of, dispute, controversy or claim based on any matter arising out of or relating to in connection with, this Agreement Limited Guarantee or the transactions contemplated hereby (whether brought by any party or any related document (for purposes of this Section, a “Legal Dispute”its Affiliates or against any party or any of its Affiliates) shall be brought only exclusively in the Delaware Chancery Court or, if such court shall not have jurisdiction, any federal court located in the State of Delaware or other Delaware state court, and each of the parties hereby irrevocably consents to the exclusive jurisdiction of the state or federal courts located in Wilmington, Delaware. The Parties agree that, after a Legal Dispute is before a court as specified in this Section 8.7 and during the pendency of such Legal Dispute before such court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including, without limitation, any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each courts (and of the Parties hereby appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, and agrees not to assertthe fullest extent permitted by Applicable Law, as a defense any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any legal dispute, that such Party is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in such court or that any such Party’s property is exempt or immune from executionsuit, that the action, suit action or proceeding is brought in any such court has been brought in an inconvenient forum or that the venue of the actionforum. Process in any such suit, suit action or proceeding is impropermay be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Each Party Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 12 shall be deemed effective service of process on such party. The parties hereto agrees agree that a final judgment in any actionsuch suit, suit action or proceeding described in this Section 8.7 after the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawsApplicable Laws; provided, however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such final trial court judgment.

Appears in 1 contract

Samples: Limited Guarantee (Sizmek Inc.)

Consent to Jurisdiction, Etc. Each of the Parties Party hereby irrevocably consents and agrees that, subject to Section 2.3(e) and Section 2.4(g), that any action, suit or proceeding arising in connection with any disagreement, dispute, controversy or claim arising out of or relating to this Agreement or any related document (for purposes of this Section, a “Legal Dispute”) Dispute shall be brought only to the exclusive jurisdiction of the state or federal courts located in Wilmingtonthe State of Missouri, Delawareand each Party hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocable 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 that is brought in any such court has been brought in an inconvenient forum. The Parties agree that, after During the period a Legal Dispute that is filed in accordance with this Section 11.7 is pending before a court as specified in this Section 8.7 and during the pendency of such Legal Dispute before such court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including, without limitation, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each of the Parties Party hereby waives, and agrees shall not to assert, assert as a defense in any legal disputeLegal Dispute, that (a) such Party is not subject thereto or that thereto, (b) such action, suit or proceeding may not be brought or is not maintainable in such court or that court, (c) such Party’s property is exempt or immune from execution, that the (d) such action, suit or proceeding is brought in an inconvenient forum or that (e) the venue of the such action, suit or proceeding is improper. Each Party hereto agrees that a A final judgment in any action, suit or proceeding described in this Section 8.7 after 11.7 following the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawsLaws.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sunlink Health Systems Inc)

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