Common use of Enforcement; Jurisdiction Clause in Contracts

Enforcement; Jurisdiction. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, for which monetary damages would not be an adequate remedy, and accordingly, each party agrees that the other party shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which the parties are entitled at law or in equity. 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 or thereby may only be brought in the Court of Chancery of the State of Delaware (or, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the District of Delaware or, if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any court sitting of the State of Delaware in New Castle County) and any appellate court from any of such courts (in any case, the “Delaware Court”), and each of the parties hereby irrevocably consents to the exclusive jurisdiction of the Delaware Courts in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any of the Delaware Courts. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10.1 shall be deemed effective service of process on such party when deemed given pursuant to Section 10.1; provided that nothing herein shall affect the right of any party to serve process in any other manner permitted by applicable law.

Enforcement; Jurisdiction. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, for which monetary damages would not be an adequate remedy, and accordingly, each party agrees . It is accordingly agreed that the other party parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereofof this Agreement in any federal court or state court sitting in the State of Delaware, this being in addition to any other remedy to which the parties they are entitled at law or in equityequity subject to the terms hereof. Any suitIn addition, each of the parties hereto (a) hereby irrevocably agrees that any legal action or proceeding seeking with respect to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby for recognition and enforcement of any judgment in respect hereof brought by another party hereto or thereby its successors or assigns may only be brought and determined in the Court of Chancery of the State of Delaware (or, only if such court declines to accept jurisdiction over a particular matter, then or the federal courts located in the United States District Court for the District of Delaware or, if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any court sitting of the State of Delaware in New Castle County) and any appellate court from any of such courts (in any case, the “Delaware Court”)Delaware, and each of the parties party hereto hereby irrevocably consents submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the exclusive jurisdiction of the Delaware Courts aforesaid courts, and (b) irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such suit, action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (ii) 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 irrevocably waives, (iii) to the fullest extent permitted by lawapplicable Law, any objection which it may now or hereafter have to that (A) the laying of the venue of any such suit, action or proceeding in any such court or that any is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding which is brought improper and (C) this Agreement, or the subject matter hereof, may not be enforced in any or by 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 of the Delaware Courts. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10.1 shall be deemed effective service of process on such party when deemed given pursuant to Section 10.1; provided that nothing herein shall affect the right of any party to serve process in any other manner permitted by applicable lawcourts.

Enforcement; Jurisdiction. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, for which monetary damages would not be an adequate remedy, and accordingly, each party agrees that the other party shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which the parties are entitled at law or in equity. 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 or thereby may only be brought in the Court of Chancery of the State of Delaware (or, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the District of Delaware or, if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any court sitting of the State of Delaware in New Castle County) and any appellate court from any of such courts (in any case, the “Delaware Court”), and each of the parties hereby irrevocably consents to the exclusive jurisdiction of the Delaware Courts in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any of the Delaware Courts. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10.1 7.4 shall be deemed effective service of process on such party when deemed given pursuant to Section 10.17.4; provided that nothing herein shall affect the right of any party to serve process in any other manner permitted by applicable law.

Enforcement; Jurisdiction. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, for which monetary damages would not be an adequate remedy, and accordingly, each party agrees . It is accordingly agreed that the other party parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereofof this Agreement in any federal court or state court sitting in the State of New York, this being in addition to any other remedy to which the parties they are entitled at law or in equityequity subject to the terms hereof. Any suitIn addition, 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 or thereby may only be brought in the Court of Chancery of the State of Delaware (or, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the District of Delaware or, if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any court sitting of the State of Delaware in New Castle County) and any appellate court from any of such courts (in any case, the “Delaware Court”), and each of the parties hereto (a) hereby irrevocably consents agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may be brought and determined in the federal courts located in the State of New York, and each party hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the exclusive jurisdiction of the Delaware Courts aforesaid courts, and (b) irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such suit, action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (ii) 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 irrevocably waives, (iii) to the fullest extent permitted by lawapplicable Law, any objection which it may now or hereafter have to that (A) the laying of the venue of any such suit, action or proceeding in any such court or that any is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding which is brought improper and (C) this Agreement, or the subject matter hereof, may not be enforced in any or by 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 of the Delaware Courts. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10.1 shall be deemed effective service of process on such party when deemed given pursuant to Section 10.1; provided that nothing herein shall affect the right of any party to serve process in any other manner permitted by applicable lawcourts.

Enforcement; Jurisdiction. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, for which monetary damages would not be an adequate remedy, and accordingly, each party agrees . It is accordingly agreed that the other party parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereofof this Agreement in any court of the United States located in the State of New York, this being in addition to any other remedy to which the parties they are entitled at law or in equityequity subject to the terms hereof. Any suitIn addition, action or proceeding seeking each of the parties hereto (A) consents to enforce any provision of, or based on any matter arising out submit itself to the personal jurisdiction of or in connection with, this Agreement or the transactions contemplated hereby or thereby may only be brought federal courts of the United States located in the Court City of Chancery New York, Borough of Manhattan, State of New York or any court of the State of Delaware New York located in such district in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (or, only if B) agrees that it will not attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court declines and (C) agrees that it will not bring any Proceeding relating to accept jurisdiction over a particular matter, then in this Agreement or any of the United States District Court for the District of Delaware or, if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then transactions contemplated by this Agreement in any court other than such courts sitting of in the State of Delaware in New Castle County) York. By the execution and any appellate court from any delivery of this Agreement, Parent appoints Xxxxxxxx & Xxxxx LLP at Citigroup Center, 000 Xxxx 00 Xxxxxx, Xxx Xxxx, XX 00000-0000 (or at such courts (in any case, other place within the “Delaware Court”State of New York as may be designated for such purpose), and each of the parties hereby irrevocably consents to the exclusive jurisdiction of the Delaware Courts as its agent upon which process may be served in any such suitProceeding. Service of process upon such agent, action or proceeding and irrevocably waives, together with notice of such service given to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere Parent in the world, whether within or without the jurisdiction of any of the Delaware Courts. Without limiting the foregoing, each party agrees that service of process on such party as provided manner specified in Section 10.1 8.2, shall be deemed in every respect effective service of process on such party when deemed given pursuant to Section 10.1; provided that nothing upon Parent in any Proceeding. Nothing herein shall affect in any way be deemed to limit the right ability of any party the Company to serve any writs, process or summons in any other manner permitted by applicable law or to obtain jurisdiction over Parent in such other jurisdictions and in such manner as may be permitted by applicable law.

Enforcement; Jurisdiction. The parties hereto agree that irreparable damage would occur and that they would not have any adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, for which monetary damages would not be an adequate remedy, and accordingly, each party agrees . It is accordingly agreed that the other party parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereofof this Agreement in the Chancery Court 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 or the United States District Court for the District of Delaware) (such courts, the “Chosen Courts”), without proof of actual damages, this being in addition to any other remedy to which the parties they are entitled at law or in equity. Any suitIn addition, action each of the parties irrevocably (i) submits itself to the exclusive jurisdiction of the Chosen Courts for the purpose of any litigation directly or proceeding seeking indirectly based upon, relating to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby or thereby may only be brought in the Court of Chancery of negotiation, execution or performance hereof, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the State of Delaware Chosen Courts and (or, only if such court declines iii) agrees that it will not bring any action relating to accept jurisdiction over a particular matter, then in this Agreement or the United States District Court for the District of Delaware or, if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then transactions contemplated hereby in any court sitting other than the Chosen Courts. Each of the State parties hereby irrevocably waives, and agrees not to assert, by way of Delaware motion, as a defense, counterclaim or otherwise, in New Castle Countyany litigation with respect to this Agreement, (x) any claim that it is not personally subject to the jurisdiction of the Chosen Courts for any reason other than the failure to serve in accordance with this Section 5(j), (y) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) to the fullest extent permitted by the applicable Law, any appellate claim that (A) the suit, action or proceeding in such court from any is brought in an inconvenient forum, (B) the venue of such courts suit, action or proceeding is improper or (C) this Agreement, or the subject matter of this Agreement, may not be enforced in any case, the “Delaware Court”), and each or by such courts. Each of the parties hereby irrevocably consents to service being made through the exclusive jurisdiction of the Delaware Courts notice procedures set forth in any such suit, action or proceeding Section 5(b) and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any of the Delaware Courts. Without limiting the foregoing, each party agrees that service of process on such party as provided any process, summons, notice or document by personal delivery pursuant to the provisions set forth in Section 10.1 5(b) shall be deemed effective service of process on such party when deemed given pursuant to for any litigation in connection with this Agreement. Nothing in this Section 10.1; provided that nothing herein 5(j) shall affect the right of any party to serve legal process in any other manner permitted by applicable lawLaw.

Enforcement; Jurisdiction. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, for which monetary damages would not be an adequate remedy, and accordingly, each party agrees . It is accordingly agreed that the other party parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereofof this Agreement in any federal court or state court sitting in the State of Delaware, this being in addition to any other remedy to which the parties they are entitled at law or in equityequity subject to the terms hereof. Any suitIn addition, each of the parties hereto (a) hereby irrevocably agrees that any legal action or proceeding seeking with respect to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby for recognition and enforcement of any judgment in respect hereof brought by another party hereto or thereby its successors or assigns may only be brought and determined in the Court of Chancery of the State of Delaware (or, only if such court declines to accept jurisdiction over a particular matter, then or the federal courts located in the United States District Court for the District of Delaware or, if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any court sitting of the State of Delaware in New Castle County) and any appellate court from any of such courts (in any case, the “Delaware Court”)Delaware, and each of the parties party hereto hereby irrevocably consents submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the exclusive jurisdiction of the Delaware Courts aforesaid courts, and (b) irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such suit, action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (ii) 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 irrevocably waives, (iii) to the fullest extent permitted by lawapplicable Law, any objection which it may now or hereafter have to that (A) the laying of the venue of any such suit, action or proceeding in any such court or that any is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding which is brought improper and (C) this Agreement, or the subject matter hereof, may not be enforced in any or by 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 of the Delaware Courts. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10.1 shall be deemed effective service of process on such party when deemed given pursuant to Section 10.1; provided that nothing herein shall affect the right of any party to serve process in any other manner permitted by applicable lawcourts.

Enforcement; Jurisdiction. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, for which monetary damages would not be an adequate remedy, and accordingly, each party agrees that the other party shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which the parties are entitled at law or in equity. 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 or thereby may only be brought in the Court of Chancery of the State of Delaware (or, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the District of Delaware or, if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any court sitting of the State of Delaware in New Castle County) and any appellate court from any of such courts (in any case, the “Delaware Court”), and each of the parties hereby irrevocably consents to the exclusive jurisdiction of the Delaware Courts in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum; provided that the parties, with respect to matters relating to claims, controversies, disputes of any kind or nature against any Financing Sources that is in any way related to this Agreement or the Merger including any dispute arising out of or relating in any way to any Committed Financing to be consummated by Parent or any of its Subsidiaries in connection with the Merger, irrevocably submit exclusively to the jurisdiction of the courts of any federal court sitting in the Borough of Manhattan 77 in The City of New York (or, only if such court lacks subject matter jurisdiction, in any New York State court sitting in the Borough of Manhattan in the City of New York), and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims relating to such action, suit or proceeding shall be heard and determined in such a state or federal court. 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 of the Delaware Courts. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10.1 shall be deemed effective service of process on such party when deemed given pursuant to Section 10.1; provided that nothing herein shall affect the right of any party to serve process in any other manner permitted by applicable law.

Enforcement; Jurisdiction. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, for which monetary damages would not be an adequate remedy, and accordingly, each party agrees . It is accordingly agreed that the other party parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereofof this Agreement in any court of the United States located in the State of New York, this being in addition to any other remedy to which the parties they are entitled at law or in equityequity subject to the terms hereof. Any suitIn addition, 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 or thereby may only be brought in the Court of Chancery of the State of Delaware (or, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the District of Delaware or, if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any court sitting of the State of Delaware in New Castle County) and any appellate court from any of such courts (in any case, the “Delaware Court”), and each of the parties hereby irrevocably hereto (a) consents to submit itself to the exclusive personal jurisdiction of the Delaware Courts federal courts of the United States in the Southern District of New York or the Eastern District of New York in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court and (c) agrees that it will not bring any Proceeding relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than such courts sitting in the State of New York. By the execution and delivery of this Agreement, Parent appoints C T Corporation System at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or at such other place within the State of New York as may be designated for such purpose), and the Company appoints C T Corporation System at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or at such other place within the State of New York as may be designated for such purpose), as their respective agents upon which process may be served in any such suitProceeding. Service of process upon such agents, action together with notice of such service given to Parent or proceeding and irrevocably waivesthe Company, to as the fullest extent permitted by lawcase may be, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any of the Delaware Courts. Without limiting the foregoing, each party agrees that service of process on such party as provided manner specified in Section 10.1 9.2, shall be deemed in every respect effective service of process on such party when deemed given pursuant to Section 10.1; provided that nothing upon Parent or the Company, as the case may be, in any Proceeding. Nothing herein shall affect in any way be deemed to limit the right ability of any party to serve any writs, process or summons in any other manner permitted by applicable lawLaw or to obtain jurisdiction over another party in such other jurisdictions and in such manner as may be permitted by applicable Law.

Enforcement; Jurisdiction. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, for which monetary damages would not be an adequate remedy, and accordingly, each party agrees . It is accordingly agreed that the other party parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereofof this Agreement in any court of the United States located in the State of New York, this being in addition to any other remedy to which the parties they are entitled at law or in equityequity subject to the terms hereof. Any suitIn addition, 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 or thereby may only be brought in the Court of Chancery of the State of Delaware (or, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the District of Delaware or, if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any court sitting of the State of Delaware in New Castle County) and any appellate court from any of such courts (in any case, the “Delaware Court”), and each of the parties hereby irrevocably hereto (a) consents to submit itself to the exclusive personal jurisdiction of the Delaware Courts federal courts of the United States in the Southern District of New York or the Eastern District of New York in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court and (c) agrees that it will not bring any Proceeding relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than such courts sitting in the State of New York. By the execution and delivery of this Agreement, Buyer appoints C T Corporation System at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or at such other place within the State of New York as may be designated for such purpose), and the Company appoints C T Corporation System at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or at such other place within the State of New York as may be designated for such purpose), as their respective agents upon which process may be served in any such suitProceeding. Service of process upon such agents, action together with notice of such service given to Buyer or proceeding and irrevocably waivesthe Company, to as the fullest extent permitted by lawcase may be, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any of the Delaware Courts. Without limiting the foregoing, each party agrees that service of process on such party as provided manner specified in Section 10.1 8.2, shall be deemed in every respect effective service of process on such party when deemed given pursuant to Section 10.1; provided that nothing upon Buyer or the Company, as the case may be, in any Proceeding. Nothing herein shall affect in any way be deemed to limit the right ability of any party to serve any writs, process or summons in any other manner permitted by applicable lawLaw or to obtain jurisdiction over another party in such other jurisdictions and in such manner as may be permitted by applicable Law.

Enforcement; Jurisdiction. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, for which monetary damages would not be an adequate remedy, and accordingly, each party agrees . It is accordingly agreed that the other party parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereofof this Agreement in the Court of Chancery of the State of Delaware and, in the case of appeals, the appropriate appellate court therefrom (unless the Delaware Court of Chancery shall decline to accept jurisdiction over a particular matter, in which case any Delaware state or federal court within the State of Delaware), this being in addition to any other remedy to which the parties they are entitled at law or in equity. Any suit, action The parties hereto further agree to waive any requirement for the securing or proceeding seeking to enforce posting of any provision of, or based on any matter arising out of or bond in connection withwith obtaining any such injunctive or other equitable relief. In addition, this Agreement or each of the transactions contemplated hereby or thereby may only be brought in parties hereto (a) consents to submit itself to the personal jurisdiction of jurisdiction of the Court of Chancery of the State of Delaware (or, only if such court declines unless the Delaware Court of Chancery shall decline to accept jurisdiction over a particular matter, then in which case any Delaware state or federal court within the State of Delaware) in the United States District Court event any dispute arises out of this Agreement or any Transaction, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for the District of Delaware orleave from any such court, if jurisdiction is (c) agrees that it will not then available in the United States District Court for the District of Delaware (but only in such event), then bring any action relating to this Agreement or any Transaction in any court sitting other than the Court of Chancery of the State of Delaware (unless the Delaware Court of Chancery shall decline to accept jurisdiction over a particular matter, in New Castle Countywhich case any Delaware state or federal court within the State of Delaware) and (d) irrevocably waives any appellate court from right to trial by jury with respect to any action related to or arising out of such courts (in this Agreement or any case, the “Delaware Court”), and each of the parties hereby irrevocably consents to the exclusive jurisdiction of the Delaware Courts in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any of the Delaware Courts. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10.1 shall be deemed effective service of process on such party when deemed given pursuant to Section 10.1; provided that nothing herein shall affect the right of any party to serve process in any other manner permitted by applicable lawTransaction.

Enforcement; Jurisdiction. (a) The parties Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that, for which monetary damages would not be an adequate remedyexcept where this Agreement is validly terminated in accordance with Section 8.1, and accordingly, each party agrees that the other party Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, of this being in addition to Agreement (and any other remedy to which the parties are entitled at law agreement or in equity. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or instrument executed in connection with, this Agreement or the transactions contemplated hereby or thereby may only be brought herewith) exclusively in the Delaware Court of Chancery of and any state appellate court therefrom within the State of Delaware (or, only if such court the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, then in the United States District Court for the District of Delaware or, if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any state or federal court sitting of within the State of Delaware in New Castle County) and any appellate court from any of such courts (in any case, the “Delaware Court”Delaware), and each this right shall include the right of the parties hereby irrevocably consents Sellers to cause the exclusive jurisdiction Purchasers to (and, as applicable, to cause the Purchasers to cause Purchasers’ Affiliates to) seek to enforce the terms of the Delaware Courts in Financing Commitments (and any such suitdefinitive agreements related thereto) against the Lenders, action or proceeding Sponsor and irrevocably waives, any other applicable party to the fullest extent permitted permissible pursuant to such Financing Commitments (or any definitive agreements related thereto) and applicable Laws and to thereafter cause the transactions contemplated by lawthis Agreement to be consummated, any objection in each case, if the conditions set forth in Section 6.1 and Section 6.2 have been satisfied or waived (other than conditions which it may now or hereafter have by their nature cannot be satisfied until the Closing, but subject to the laying satisfaction or waiver of those conditions at the venue Closing). Subject to Section 8.4, the Parties further agree that (i) by seeking the remedies provided for in this Section 10.9(a), a Party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement, including monetary damages in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 10.9(a) are not available or otherwise are not granted and (ii) nothing contained in this Section 10.9(a) shall require any Party to institute any proceeding for (or limit any Party’s right to institute any proceeding for) specific performance under this Section 10.9(a) before exercising any termination right under Section 8.1 (and pursuing any other remedies under this Agreement after such termination) nor shall the commencement of any such suit, action or proceeding pursuant to this Section 10.9(a) or anything contained in this Section 10.9(a) restrict or limit any Party’s right to terminate this Agreement in accordance with the terms of Section 8.1 or pursue any other remedies under this Agreement that may be available then or thereafter. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that the other Parties have an adequate remedy at law or an award of specific performance is not an appropriate remedy for any reason at law or equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such court order or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any of the Delaware Courts. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10.1 shall be deemed effective service of process on such party when deemed given pursuant to Section 10.1; provided that nothing herein shall affect the right of any party to serve process in any other manner permitted by applicable lawinjunction.

Enforcement; Jurisdiction. The parties agree that irreparable damage would occur in the event that any of the provisions of this Election Agreement to be performed by the Company or any of its Subsidiaries were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that prior to the termination of this Election Agreement in accordance with Section 4, for which monetary damages would not be an adequate remedy, Parent and accordingly, each party agrees that the other party Merger Sub shall be entitled to an injunction or injunctions to prevent breaches of this Election Agreement and to enforce specifically the terms and provisions hereof, of this being in addition to any other remedy to which the parties are entitled at law or in equity. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Election Agreement or the transactions contemplated hereby or thereby may only be brought exclusively in the Delaware Court of Chancery of and any state appellate court therefrom within the State of Delaware (or, only Delaware; provided that if such court declines to accept the U.S. Federal District Court has exclusive jurisdiction over a particular matter, then in the United States District Court for the District of Delaware or, if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any federal court sitting of within the State of Delaware in New Castle County) and any appellate court from any of such courts (in any caseDelaware. In addition, the “Delaware Court”), and each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Election Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Election 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 Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware; provided that if the U.S. Federal District Court has exclusive jurisdiction over a particular matter, any federal court within the State of Delaware. Each of the parties hereto hereby irrevocably consents submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the exclusive personal jurisdiction of the Delaware Courts aforesaid courts and agrees that it will not bring any action relating to this Election Agreement or any of the transactions contemplated by this Election Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Election Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 6(c), (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 the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding and irrevocably waivesis improper or (iii) this Election Agreement, to or the fullest extent permitted subject mater hereof, may not be enforced in or by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any of the Delaware Courts. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10.1 shall be deemed effective service of process on such party when deemed given pursuant to Section 10.1; provided that nothing herein shall affect the right of any party to serve process in any other manner permitted by applicable lawcourts.

Enforcement; Jurisdiction. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, for which monetary damages would not be an adequate remedy, and accordingly, each party agrees that the other party shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which the parties are entitled at law or in equity. 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 or thereby may only be brought in the Court of Chancery of the State of Delaware (or, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the District of Delaware or, if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any court sitting of the State of Delaware in New Castle County) and any appellate court from any of such courts (in any case, the “Delaware Court”), and each of the parties hereby irrevocably consents to the exclusive jurisdiction of the Delaware Courts in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum; provided that the parties, with respect to matters relating to claims, controversies, disputes of any kind or nature against any Financing Sources that is in any way related to this Agreement or the Merger including any dispute arising out of or relating in any way to any Committed Financing to be consummated by Parent or any of its Subsidiaries in connection with the Merger, irrevocably submit exclusively to the jurisdiction of the courts of any federal court sitting in the Borough of Manhattan in The City of New York (or, only if such court lacks subject matter jurisdiction, in any New York State court sitting in the Borough of Manhattan in the City of New York), and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims relating to such action, suit or proceeding shall be heard and determined in such a state or federal court. 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 of the Delaware Courts. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10.1 shall be deemed effective service of process on such party when deemed given pursuant to Section 10.1; provided that nothing herein shall affect the right of any party to serve process in any other manner permitted by applicable law.

Enforcement; Jurisdiction. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, for which monetary damages would not be an adequate remedy, and accordingly, each party agrees . It is accordingly agreed that the other party parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereofof this Agreement in any federal court or state court sitting in the State of California, County of Santa Xxxxx, this being in addition to any other remedy to which the parties they are entitled at law or in equityequity subject to the terms hereof. Any suitIn addition, 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 or thereby may only be brought in the Court of Chancery of the State of Delaware (or, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the District of Delaware or, if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any court sitting of the State of Delaware in New Castle County) and any appellate court from any of such courts (in any case, the “Delaware Court”), and each of the parties hereto (a) hereby irrevocably consents agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may be brought and determined in any state or federal court located in the State of California, County of Santa Xxxxx, and each party hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the exclusive jurisdiction of the Delaware Courts aforesaid courts, and (b) irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such suit, action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (ii) 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 irrevocably waives, (iii) to the fullest extent permitted by lawapplicable Law, any objection which it may now or hereafter have to that (A) the laying of the venue of any such suit, action or proceeding in any such court or that any is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding which is brought improper and (C) this Agreement, or the subject matter hereof, may not be enforced in any or by 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 of the Delaware Courts. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10.1 shall be deemed effective service of process on such party when deemed given pursuant to Section 10.1; provided that nothing herein shall affect the right of any party to serve process in any other manner permitted by applicable lawcourts.

Enforcement; Jurisdiction. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, for which monetary damages would not be an adequate remedy, and accordingly, each party agrees that the other party shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which the parties are entitled at law Law or in equity. 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 or thereby may only be brought in the Court of Chancery of the State of Delaware (or, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the District of Delaware or, if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any court sitting of the State of Delaware in New Castle County) and any appellate court from any of such courts (in any case, the “Delaware Court”), and each of the parties hereby irrevocably consents to the exclusive jurisdiction of the Delaware Courts in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by lawLaw, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any of the Delaware Courts. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10.1 9.1 shall be deemed effective service of process on such party when deemed given pursuant to Section 10.19.1; provided that nothing herein shall affect the right of any party to serve process in any other manner permitted by applicable lawLaw.

Enforcement; Jurisdiction. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, for which monetary damages would not be an adequate remedy, and accordingly, each party agrees that the other party shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which the parties Parties are entitled at law or in equity. 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 or thereby may only be brought in the Court of Chancery of the State of Delaware (or, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the District of Delaware or, if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any court sitting of the State of Delaware in New Castle County) and any appellate court from any of such courts (in any case, the “Delaware Court”), and each of the parties Parties hereby irrevocably consents to the exclusive jurisdiction of the Delaware Courts in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the Parties hereto irrevocably agree that all claims relating to such action, suit or proceeding shall be heard and determined in such a state or federal court. 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 of the Delaware Courts. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10.1 11.1 shall be deemed effective service of process on such party when deemed given pursuant to Section 10.111.1; provided that nothing herein shall affect the right of any party to serve process in any other manner permitted by applicable law.