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

Governing Law; Consent to Jurisdiction; Venue. This agreement shall be governed by and construed in accordance with the laws of the state of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the laws of another jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of New York and the United States of America located in the county of New York for any action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any action or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to its respective address set forth beside such party’s signature shall be effective service of process for any action or proceeding brought against it in any such court. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any action or proceeding arising out of this Agreement or the transactions contemplated hereby in the courts of the state of New York.

Appears in 5 contracts

Samples: Registration Rights Agreement (Evercore Partners Inc.), Registration Rights Agreement (Spectrum Brands, Inc.), Registration Rights Agreement (Spectrum Brands, Inc.)

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Governing Law; Consent to Jurisdiction; Venue. This agreement Agreement shall be governed by and construed in accordance with the laws of the state State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the laws of another jurisdictionYork. Each party hereto agrees that it will bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the parties hereto transactions contemplated hereby, whether in tort or contract or at law or in equity, exclusively in the federal or state courts located in New York, New York (the “Chosen Courts”). In addition, each party hereby (a) irrevocably and unconditionally consents to submit submits to the exclusive jurisdiction of the courts of Chosen Courts, (b) waives, to the State of New York fullest extent permitted by applicable Law, any objection to laying venue in the Chosen Court and agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (c) waives any objection or defense that the Chosen Court is an inconvenient forum or does not have personal jurisdiction over any party hereto. Each party hereto further agrees that, to the fullest extent permitted by applicable Law, any final judgment in any such action or proceeding shall be conclusive and may be enforced in any other jurisdiction within or outside the United States of America located by suit on the judgment. Further, each party hereto hereby waives all right to trial by jury in the county of New York for any action claim, action, proceeding or proceeding counterclaim by any party hereto on any matters arising out of or relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any action or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to its respective address set forth beside such party’s signature shall be effective service of process for any action or proceeding brought against it in any such court. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any action or proceeding arising out of way connected with this Agreement or the transactions contemplated hereby in the courts of the state of New YorkAgreement.

Appears in 2 contracts

Samples: Shareholders Agreement (Sandridge Energy Inc), Shareholders Agreement (American Real Estate Partners L P)

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Governing Law; Consent to Jurisdiction; Venue. This agreement Agreement shall be governed by and construed in accordance with the laws of the state State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the laws of another jurisdictionYork. Each party hereto agrees that it will bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the parties hereto transactions contemplated hereby, whether in tort or contract or at law or in equity, exclusively in the federal or state courts located in New York, New York (the “Chosen Courts”). In addition, each party hereby (a) irrevocably and unconditionally consents to submit submits to the exclusive jurisdiction of the courts of Chosen Courts, (b) waives, to the State of New York fullest extent permitted by applicable law, any objection to laying venue in the Chosen Court and agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (c) waives any objection or defense that the Chosen Court is an inconvenient forum or does not have personal jurisdiction over any party hereto. Each party hereto further agrees that, to the fullest extent permitted by applicable Law, any final judgment in any such action or proceeding shall be conclusive and may be enforced in any other jurisdiction within or outside the United States of America located by suit on the judgment. Further, each party hereto hereby waives all right to trial by jury in the county of New York for any action claim, action, proceeding or proceeding counterclaim by any party hereto on any matters arising out of or relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any action or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to its respective address set forth beside such party’s signature shall be effective service of process for any action or proceeding brought against it in any such court. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any action or proceeding arising out of way connected with this Agreement or the transactions contemplated hereby in the courts of the state of New YorkAgreement.

Appears in 2 contracts

Samples: Stockholders Agreement (Bucyrus International Inc), Stockholders Agreement (Terex Corp)

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