Common use of Governing Law; Consent to Jurisdiction; Venue Clause in Contracts

Governing Law; Consent to Jurisdiction; Venue. This Agreement shall be governed and construed in accordance with the Laws of the State of Delaware, without regard to any applicable conflicts of laws provisions. Each of the parties (i) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any federal court located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) 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 the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any federal court located in the State of Delaware, (iv) waives any objection that it may now or hereafter have to the venue of any such proceeding in the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any federal court located in the State of Delaware or that such proceeding was brought in an inconvenient court and agrees not to plead or claim the same and (v) consents to service being made through the notice procedures set forth in Section 5.5. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 5.5 shall be effective service of process for any proceeding in connection with this Agreement or the transactions contemplated hereby.

Governing Law; Consent to Jurisdiction; Venue. This Agreement shall be governed by and construed in accordance with the Laws laws of the State of DelawareNew York, without regard giving effect to any applicable conflicts conflict of laws provisionsprinciples. Each of the parties The Parties hereby irrevocably and unconditionally (i) consents consent to submit itself to the personal exclusive jurisdiction of the Court of Chancery courts of the State of Delaware or, if such court lacks subject matter jurisdiction, any federal court New York and the courts of the United States of America located in the State of Delaware in the event New York, New York for any dispute arises actions, suits or proceedings arising out of or relating to this Agreement or any of and the transactions contemplated by this Agreementhereby and agrees not to commence any action, suit or proceeding relating thereto except in such courts, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) 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 the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any federal court located in the State of Delaware, (iv) waives any objection that it may now or hereafter have to the venue of any such proceeding in the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any federal court located in the State of Delaware or that such proceeding was brought in an inconvenient court and agrees not to plead or claim the same and (v) consents to service being made through the notice procedures set forth in Section 5.5. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. United States registered mail or certified mail, to the respective addresses set forth a Party’s address in effect pursuant to Section 5.5 19.1 shall be effective service of process for any action, suit or proceeding brought in connection with any such court, (iii) waives any objection to personal jurisdiction and the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby.hereby in such courts, and (iv) waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Notwithstanding the foregoing, (a) a Party shall be entitled to seek injunctive or similar relief in the courts of any jurisdiction to protect such Party’s rights and interests ancillary to such litigation, and (b) any action between the Parties regarding the infringement and/or validity of any non-U.S. Patent may be brought by either Party in any court or tribunal having jurisdiction over the Parties and such patent matters outside the U.S.

Governing Law; Consent to Jurisdiction; Venue. This Agreement shall be governed by and construed in accordance with the Laws laws of the State of DelawareNew York, without regard giving effect to any applicable conflicts conflict of laws provisionsprinciples. Each of the parties The Parties hereby irrevocably and unconditionally (i) consents consent to submit itself to the personal exclusive jurisdiction of the Court of Chancery courts of the State of Delaware or, if such court lacks subject matter jurisdiction, any federal court New York and the courts of the United States of America located in the State of Delaware in the event New York, New York for any dispute arises actions, suits or proceedings arising out of or relating to this Agreement or any of and the transactions contemplated by this Agreementhereby and agrees not to commence any action, suit or proceeding relating thereto except in such courts, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) 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 the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any federal court located in the State of Delaware, (iv) waives any objection that it may now or hereafter have to the venue of any such proceeding in the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any federal court located in the State of Delaware or that such proceeding was brought in an inconvenient court and agrees not to plead or claim the same and (v) consents to service being made through the notice procedures set forth in Section 5.5. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. United States registered mail or certified mail, to the respective addresses set forth a Party’s address in effect pursuant to Section 5.5 20.1, shall be effective service of process for any action, suit or proceeding brought in connection with any such court, (iii) waives any objection to personal jurisdiction and the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby.hereby in such courts, and (iv) waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Notwithstanding the foregoing, (a) a Party shall be entitled to seek injunctive or similar relief in the courts of any jurisdiction to protect such Party’s rights and interests ancillary to such litigation, and (b) any action between the Parties regarding the infringement and/or validity of any non-U.S. Patent may be brought by either Party in any court or tribunal having jurisdiction over the Parties and such patent matters outside the U.S.

Governing Law; Consent to Jurisdiction; Venue. This Agreement shall be governed and construed in accordance with the Laws of the State of Delaware, without regard to any applicable conflicts of laws provisions. Each of the parties (i) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any federal court located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any proceeding Action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any federal court located in the State of Delaware, (iv) waives any objection that it may now or hereafter have to the venue of any such proceeding Action in the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any federal court located in the State of Delaware or that such proceeding Action was brought in an inconvenient court and agrees not to plead or claim the same and (v) consents to service being made through the notice procedures set forth in Section 5.59.02. Each of Parent, Merger Sub and the parties Company hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 5.5 9.02 shall be effective service of process for any proceeding Action in connection with this Agreement or the transactions contemplated hereby.

Governing Law; Consent to Jurisdiction; Venue. This Voting Agreement shall be governed and construed in accordance with the Laws of the State of Delaware, without regard to any applicable conflicts of laws provisions. Each of the parties (i) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any federal court located in the State of Delaware in the event any dispute arises out of this Voting Agreement or any of the transactions contemplated by this Voting Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any proceeding Action relating to this Voting Agreement or any of the transactions contemplated by this Voting Agreement in any court other than the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any federal court located in the State of Delaware, (iv) waives any objection that it may now or hereafter have to the venue of any such proceeding Action in the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any federal court located in the State of Delaware or that such proceeding Action was brought in an inconvenient court and agrees not to plead or claim the same and (v) consents to service being made through the notice procedures set forth in Section 5.55.6. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 5.5 5.6 shall be effective service of process for any proceeding Action in connection with this Voting Agreement or the transactions contemplated hereby.

Governing Law; Consent to Jurisdiction; Venue. This Agreement and all claims or causes of action (whether in contract or 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 or as an inducement to enter into this Agreement) shall be governed and construed in accordance with the Laws of the State of Delaware, without regard giving effect to conflict-of-laws principles that would result in the application of the Laws of any applicable conflicts of laws provisionsother jurisdiction. Each of the parties (i) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any federal court located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any proceeding Proceeding relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any federal court located in the State of Delaware, (iv) waives any objection that it may now or hereafter have to the venue of any such proceeding Proceeding in the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any federal court located in the State of Delaware or that such proceeding Proceeding was brought in an inconvenient court and agrees not to plead or claim the same and (v) consents to service being made through the notice procedures set forth in Section 5.55.6. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 5.5 5.6 shall be effective service of process for any proceeding Proceeding in connection with this Agreement or the transactions contemplated hereby.

Governing Law; Consent to Jurisdiction; Venue. This Agreement shall be governed by, and construed in accordance with the Laws internal laws (as opposed to conflicts of law provisions) of the State of Delaware; provided, without regard however, that any interpretation or application of Section 3.3(d) shall be governed by the Illinois Trade Secret Act. As a further inducement to Purchaser to enter into this Agreement and the Additional Documents, and in consideration thereof, Stockholders covenant and agree (i) that any applicable conflicts state or federal court within New Castle County, Delaware shall have exclusive jurisdiction of laws provisionsany action or proceeding relating to, or arising under or in connection with this Agreement and the Additional Documents and the Stockholders consent to personal jurisdiction of such courts and waive any objection to such courts' jurisdiction, (ii) that service of any summons and complaint or other process in any such action or proceeding may be made by registered or certified mail directed to each Stockholder, as the case may be, at their respective addresses set forth in Section 6.3 above, and service so made shall be deemed to be completed upon the earlier of actual receipt or three days after the same shall have been posted as aforesaid, the Stockholders hereby waiving personal service thereof. Each The parties hereto agree that any claim or suit between or among any of the parties (i) consents hereto relating to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any federal court located or arising under or in the State of Delaware in the event any dispute arises out of connection with this Agreement or any of the transactions contemplated Additional Documents may only be brought in and decided by this Agreement, (ii) agrees that it will not attempt to deny the state or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) 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 the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any federal court courts located in the County of New Castle, State of Delaware, (iv) such courts being a proper forum in which to adjudicate such claim or suit, and each party hereby waives any objection that it may now or hereafter have to the each such venue of and waives any such proceeding in the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any federal court located in the State of Delaware or claim that such proceeding was claim or suit has been brought in an inconvenient court and agrees not to plead or claim the same and (v) consents to service being made through the notice procedures set forth in Section 5.5. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 5.5 shall be effective service of process for any proceeding in connection with this Agreement or the transactions contemplated herebyforum.

Governing Law; Consent to Jurisdiction; Venue. This Agreement and all claims or causes of action (whether in tort, contract 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 and construed in accordance with the Laws laws of the State of Delaware, without regard giving effect to any applicable conflicts choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws provisionsof any jurisdiction other than the State of Delaware. In addition, each of the parties hereto irrevocably agrees that any legal action or 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 Delaware Court of Chancery, or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware, or, if both the Delaware Court of Chancery and the federal courts within the State of Delaware decline to accept jurisdiction over a particular matter, any other state court within the State of Delaware, and, in each case, any appellate court therefrom. Each of the parties (i) consents hereto hereby irrevocably submits with regard to submit any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any federal court located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) aforesaid courts and agrees that it will not bring any proceeding action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any federal court located in the State of Delaware, (iv) waives any objection that it may now or hereafter have to the venue of any such proceeding in the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any federal court located in the State of Delaware or that such proceeding was brought in an inconvenient court and agrees not to plead or claim the same and (v) consents to service being made through the notice procedures set forth in Section 5.5aforesaid 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 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 serve in accordance with this Section 9.08, (ii) any claim that it or its property is exempt or immune from the 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 (iii) to the fullest extent permitted by the applicable Law, any claim that (x) the suit, action or proceeding in such court is brought in an inconvenient forum, (y) the venue of such suit, action or proceeding is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereto agrees that service of process upon such party in any process, summons, notice such action or document by U.S. registered mail to the respective addresses set forth in Section 5.5 proceeding shall be effective service of if such process for any proceeding is given as a notice in connection accordance with this Agreement or the transactions contemplated herebySection 9.02.