Common use of Jurisdiction Clause in Contracts

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 105 contracts

Samples: Forward Purchase Agreement (LDH Growth Corp I), Forward Purchase Agreement (Soaring Eagle Acquisition Corp.), Forward Purchase Agreement (Skydeck Acquisition Corp.)

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Benjamin V
Principal

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, ( ii b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and ( iii c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 79 contracts

Samples: Forward Purchase Agreement (Austerlitz Acquisition Corp I), Forward Purchase Agreement (Kismet Acquisition Two Corp.), Director Forward Purchase Agreement (Pershing Square Tontine Holdings, Ltd.)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally (i) submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 34 contracts

Samples: Subscription Agreement (Hennessy Capital Investment Corp. V), Subscription Agreement (Isos Acquisition Corp.), Subscription Agreement (Thayer Ventures Acquisition Corp)

Jurisdiction. The parties hereto (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, ( ii b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and ( iii c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 21 contracts

Samples: Forward Purchase Agreement (Longview Acquisition Corp. II), Forward Purchase Agreement (Longview Acquisition Corp.), Forward Purchase Agreement (Empower Ltd.)

Jurisdiction. The parties ( i a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, ( ii b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and ( iii c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 10 contracts

Samples: Forward Purchase Agreement (ION Acquisition Corp 1 Ltd.), Forward Purchase Agreement (ION Acquisition Corp 3 Ltd.), Forward Purchase Agreement (ION Acquisition Corp 2 Ltd.)

Jurisdiction. All actions arising out of or relating to this Agreement shall be heard and determined exclusively in any New York state or federal court sitting in the Borough of Manhattan in The City of New York. The parties hereto hereby ( i a) hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any state or federal court sitting in the state courts Borough of New York and to the jurisdiction Manhattan of the United States District Court for the Southern District The City of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not relating to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York brought by any party hereto, and ( iii b) hereby irrevocably waive, and agree not to assert, assert by way of motion, as a defense, or otherwise, in any such suit, action or proceeding action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune of from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit action is improper, action or proceeding is improper or that this Agreement or the subject matter hereof transactions contemplated hereby may not be enforced in or by such court any of the above-named courts.

Appears in 7 contracts

Samples: Management Fee Agreement (Freescale Semiconductor Holdings I, Ltd.), Management Fee Agreement (Freescale Semiconductor Holdings I, Ltd.), Management Fee Agreement (Freescale Semiconductor Holdings I, Ltd.)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York Delaware for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, Delaware and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 5 contracts

Samples: Forward Purchase Agreement (Rice Acquisition Corp.), Forward Purchase Agreement (ECP Environmental Growth Opportunities Corp.), Amended and Restated Forward Purchase Agreement (Tortoise Acquisition Corp.)

Jurisdiction. The parties Each of the Investor and the Company ( i a) hereby irrevocably and unconditionally submit submits to the exclusive jurisdiction of the any state courts of or federal court sitting in New York and to the jurisdiction of the United States District Court for the Southern District of County, New York for the purpose purposes of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for subject matter hereof brought by the Southern District of New York Company, or the Investor and ( iii b) hereby waive, waives and agree agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 4 contracts

Samples: Securities Purchase Agreement (First Union Real Estate Equity & Mortgage Investments), Securities Purchase Agreement (Newkirk Realty Trust, Inc.), First Union Real Estate Equity & Mortgage Investments

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York located in the county of New York and to the jurisdiction of the United States District Court for the Southern District of New York in New York county for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York located in the county of New York or the United States District Court for the Southern District of New York York in New York county, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 4 contracts

Samples: Forward Purchase Agreement (Lionheart Acquisition Corp. II), Forward Purchase Agreement (Lionheart Acquisition Corp. II), Forward Purchase Agreement (Hennessy Capital Acquisition Corp IV)

Jurisdiction. The parties Parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement Agreement, except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 3 contracts

Samples: Forfeiture Agreement (Authentic Equity Acquisition Corp.), Forfeiture Agreement (Authentic Equity Acquisition Corp.), Forfeiture Agreement (Authentic Equity Acquisition Corp.)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, ( ii b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and ( iii c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding orproceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 3 contracts

Samples: Forward Purchase Agreement (Trebia Acquisition Corp.), Forward Purchase Agreement (Trebia Acquisition Corp.), Forward Purchase Agreement (Trebia Acquisition Corp.)

Jurisdiction. The parties (i) hereby agree irrevocably and unconditionally to submit to the exclusive jurisdiction of the state or federal courts located in the State of New York and to the jurisdiction York, County of the United States District Court New York, for the Southern District of New York for the purpose purposes of any suit, action or other proceeding brought by any party arising out of or based upon this Agreement, (ii) agree not to commence a breach of any suit, action or other proceeding arising out of or based upon the provisions of this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, assert by way of motion, as a defense, defense or otherwise, in any such suit, action action, or proceeding, any claim claims that it is they are not personally subject personally to the jurisdiction of the above-named courts , that its property is exempt or immune from attachment or execution , that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper, or that the provisions of this Agreement or the subject matter hereof may not be enforced in or by such court courts.

Appears in 3 contracts

Samples: Employment Agreement (Cdsi Holdings Inc), Employment Agreement (Cdsi Holdings Inc), Employment Agreement (Cdsi Holdings Inc)

Jurisdiction. The parties Each Party ( i a) hereby irrevocably and unconditionally submit submits to the exclusive jurisdiction of the state courts of New York and to the jurisdiction of in the United States District Court for the Southern District of New York and any state court sitting in New York County, New York, USA (collectively, the “Courts”), for the purpose purposes of any suit action, action suit or other proceeding arising out of or based upon this Agreement, and ( ii b) agree agrees not to commence raise any suit objection at any time to the laying or maintaining of the venue of any such action, action suit or proceeding in the Courts, irrevocably waives any claim that such action, suit or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is has been brought in an inconvenient forum forum and further irrevocably waives the right to object, with respect to such action, suit or other proceeding, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof such Courts do not have any jurisdiction over such Party. Either Party may not be enforced in or serve any process required by such court Courts by way of notice under this Agreement.

Appears in 2 contracts

Samples: Agreement (vTv Therapeutics Inc.), Agreement (vTv Therapeutics Inc.)

Jurisdiction. The parties (i) hereby Each Party irrevocably and unconditionally submit submits to the jurisdiction of the state courts of New York and to the exclusive jurisdiction of the United States District Court for the Southern District of New York and, if such court does not have jurisdiction, of the courts of the State of New York sitting in the City of New York for the purpose purposes of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for subject matter hereof brought by the Southern District other Party. To the extent permitted by applicable laws, rules or regulations of New York a Governmental Authority, each Party waives and (iii) hereby waive, and agree agrees not to assert, by way of motion, as a defense, defense or otherwise, in any such suit, action or proceeding, any claim (a) that it is not subject personally to the jurisdiction of the above-named courts , that its property is exempt or immune from attachment or execution, ; (b) that the suit, action or proceeding is brought in an inconvenient forum , ; or (c) that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or improper. Each Party further waives any right to a trial by such court jury.

Appears in 2 contracts

Samples: Capacity Purchase Agreement (Republic Airways Holdings Inc), Air Services Agreement (AMR Eagle Holding Corp)

Jurisdiction. The parties Each of First Union and Newkirk ( i a) hereby irrevocably and unconditionally submit submits to the exclusive jurisdiction of the any state courts of or federal court sitting in New York and to the jurisdiction of the United States District Court for the Southern District of County, New York for the purpose purposes of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York subject matter hereof brought by Newkirk, or First Union and ( iii b) hereby waive, waives and agree agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 2 contracts

Samples: Acquisition Agreement (Newkirk Realty Trust, Inc.), First Union Real Estate Equity & Mortgage Investments

Jurisdiction. The parties Each of the Investors and the Company ( i a) hereby irrevocably and unconditionally submit submits to the exclusive jurisdiction of the any state courts of or federal court sitting in New York and to the jurisdiction of the United States District Court for the Southern District of County, New York for the purpose purposes of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for subject matter hereof brought by the Southern District of New York Company, or any Investor and ( iii b) hereby waive, waives and agree agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 2 contracts

Samples: Phillips Van Heusen Corp /De/, Phillips Van Heusen Corp /De/

Jurisdiction. The parties Each of the Shareholders and the Company ( i a) hereby irrevocably and unconditionally submit submits to the exclusive jurisdiction of any court of the state courts State of New York and to or any federal court sitting in the jurisdiction of the United States District Court for the Southern District State of New York for the purpose purposes of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for subject matter hereof brought by the Southern District of New York Company, or any Shareholder and ( iii b) hereby waive, waives and agree agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 2 contracts

Samples: Shareholders Agreement (Realpage Inc), Shareholders Agreement (Realpage Inc)

Jurisdiction. The parties Parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, ( ii b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and ( iii c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 2 contracts

Samples: SC Health Corp, SC Health Corp

Jurisdiction. The parties ( i a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement Consent, ( ii b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement Consent except in state courts of New York or the United States District Court for the Southern District of New York, and ( iii c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement Consent or the subject matter hereof may not be enforced in or by such court.

Appears in 2 contracts

Samples: Forward Purchase Agreement, One Madison Corp

Jurisdiction. The parties ( i a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of or the United States District Court for the Southern Sothern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, ( ii b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the state courts of the state of New York or the United States District Court for the Southern District of New York, and ( iii c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Vbi Vaccines Inc.), Securities Purchase Agreement (Paulson Capital (Delaware) Corp.)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York Connecticut and to the jurisdiction of the United States District Court for the Southern District of New York Connecticut for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, ( ii b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York Connecticut or the United States District Court for the Southern District of New York Connecticut, and ( iii c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 2 contracts

Samples: Forward Share Purchase Agreement (GigCapital, Inc.), Forward Share Purchase Agreement (GigCapital, Inc.)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon basedupon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 2 contracts

Samples: Forward Purchase Agreement (Galliot Acquisition Corp.), Forward Purchase Agreement (Bilander Acquisition Corp.)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon in connection with this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 2 contracts

Samples: Forward Purchase Agreement (Target Global Acquisition I Corp.), Forward Purchase Agreement (Target Global Acquisition I Corp.)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York located in New York County and to the jurisdiction of the United States District Court for the Southern District of New York located in New York County for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, ( ii b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and ( iii c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 2 contracts

Samples: Forward Share Purchase Agreement (GigCapital, Inc.), Forward Share Purchase Agreement (GigCapital, Inc.)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of the State of New York and to the jurisdiction of or the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state the courts of the State of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 2 contracts

Samples: Private Placement Warrant (Pure Acquisition Corp.), Private Placement Warrant (Pure Acquisition Corp.)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York Delaware and to the jurisdiction of the United States District Court for the Southern District of New York Delaware for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York Delaware or the United States District Court for the Southern District of New York Delaware, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 2 contracts

Samples: Business Combination Agreement (Pure Acquisition Corp.), Business Combination Agreement (HighPeak Energy, Inc.)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 2 contracts

Samples: Forward Purchase Agreement (Pure Acquisition Corp.), Forward Purchase Agreement (Pure Acquisition Corp.)

Jurisdiction. The parties (i) hereby agree irrevocably and unconditionally to submit to the exclusive jurisdiction of the federal courts or, if no federal jurisdiction exists, the state courts courts, located in the City of New York and to the jurisdiction York, Borough of the United States District Court Manhattan, for the Southern District of New York for the purpose purposes of any suit, action or other proceeding brought by any party arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out breach of or based upon any of the provisions of this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, assert by way of motion, as a defense, defense or otherwise, in any such suit, action action, or proceeding, any claim that he or it is not personally subject personally to the jurisdiction of the above-named courts , that its property is exempt or immune from attachment or execution , that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper improper, or that the provisions of this Agreement or the subject matter hereof may not be enforced in or by such court courts. In addition, the parties agree to the waiver of a jury trial.

Appears in 2 contracts

Samples: Consulting Agreement (NewPage Holding CORP), Consulting Agreement (NewPage Energy Services LLC)

Jurisdiction. The parties hereto ( i a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, ( ii b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and ( iii c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 2 contracts

Samples: Forward Purchase Agreement (Panacea Acquisition Corp. II), Forward Purchase Agreement (Panacea Acquisition Corp. II)

Jurisdiction. The parties hereto (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York Delaware and to the jurisdiction of the United States District Court for the Southern District of New York Delaware for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, ( ii b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York Delaware or the United States District Court for the Southern District of New York Delaware, and ( iii c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 2 contracts

Samples: Forward Purchase Agreement (Liberty Media Acquisition Corp), Forward Purchase Agreement (Liberty Media Acquisition Corp)

Jurisdiction. The parties (i a) hereby Each party inter se irrevocably and unconditionally submit submits to the exclusive jurisdiction of (a) the state courts Supreme Court of the State of New York, New York County, and (b) the United States District Court for the Southern District of New York, solely for the purposes of any suit, action or other proceeding arising out of this Agreement, the Letter Agreement or any transaction contemplated hereby or thereby. Each party agrees to the jurisdiction of commence any such action, suit or proceeding either in the United States District Court for the Southern District of New York for the purpose of any or if such suit, action or other proceeding arising out may not be brought in such court for jurisdictional reasons, in the Supreme Court of or based upon this Agreement the State of New York, (ii) agree not New York County. Each of the parties hereto further irrevocably consents, and shall cause each of its affiliates to commence irrevocably consent, to the service of process in any suit, such action or other proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, return receipt requested, to such party at its address as provided for notices hereunder. Each party irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement, the Letter Agreement or based upon this Agreement except the transactions contemplated hereby and thereby in state courts (i) the Supreme Court of the State of New York, New York County, or (ii) the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree thereby further irrevocably and unconditionally waives and agrees not to assert plead or claim in any such court that any such action, by suit or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Purchaser confirms that (i) it is not a party to any agreement with the United States of America relating in any way to the immunity of motion the Purchaser from jurisdiction of courts, as suit, execution upon a defense judgment, attachment prior to judgment or in aid of execution upon a judgment or any other legal process and (ii) it is, under the law of Dubai, subject to civil and commercial law with respect to its obligations under this Agreement and has agreed not to assert the defense of immunity, on the grounds of sovereignty or otherwise, in respect of any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue arising out of the suit, action or proceeding is improper or that relating to claims under this Agreement or the subject matter hereof may not be enforced in Letter Agreement, or by such court the consummation of the transactions contemplated hereby or thereby.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Istithmar PJSC), Registration Rights and Governance Agreement (Istithmar PJSC)

Jurisdiction. The parties ( i a) hereby Each party inter se irrevocably and unconditionally submit submits to the exclusive jurisdiction of (a) the state courts Supreme Court of the State of New York, New York County, and (b) the United States District Court for the Southern District of New York, solely for the purposes of any suit, action or other proceeding arising out of this Agreement, the Letter Agreement or any transaction contemplated hereby or thereby. Each party agrees to the jurisdiction of commence any such action, suit or proceeding either in the United States District Court for the Southern District of New York for the purpose of any or if such suit, action or other proceeding arising out may not be brought in such court for jurisdictional reasons, in the Supreme Court of or based upon this Agreement the State of New York, (ii) agree not New York County. Each of the parties hereto further irrevocably consents, and shall cause each of its affiliates to commence irrevocably consent, to the service of process in any suit, such action or other proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, return receipt requested, to such party at its address as provided for notices hereunder. Each party irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement, the Letter Agreement or based upon this Agreement except the transactions contemplated hereby and thereby in state courts (i) the Supreme Court of the State of New York, New York County, or (ii) the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree thereby further irrevocably and unconditionally waives and agrees not to assert plead or claim in any such court that any such action, by suit or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Purchaser confirms that (i) it is not a party to any agreement with the United States of America relating in any way to the immunity of motion the Purchaser from jurisdiction of courts, as suit, execution upon a defense judgment, attachment prior to judgment or in aid of execution upon a judgment or any other legal process and (ii) it is, under the law of Dubai, subject to civil and commercial law with respect to its obligations under this Agreement and has agreed not to assert the defense of immunity, on the grounds of sovereignty or otherwise, in respect of any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue arising out of the suit, action or proceeding is improper or that relating to claims under this Agreement or the subject matter hereof may not be enforced in Letter Agreement, or by such court the consummation of the transactions contemplated hereby or thereby.

Appears in 1 contract

Samples: Caledonia Investments PLC

Jurisdiction. The parties Any action, suit or proceeding relating to this Agreement or the enforcement of any provision of this Agreement may be brought or otherwise commenced only in any state or federal court located in the State of Delaware. Each party to this Agreement ( i a) hereby irrevocably and unconditionally submit consents and submits to the exclusive jurisdiction and venue of the state and federal courts located in the State of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement Delaware, ( ii b) agree agrees that each state and federal court located in the State of Delaware will be deemed to be a convenient forum and (c) agrees not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and assert ( iii) hereby waive, and agree not to assert, by way of motion, as a defense, defense or otherwise ), in any such suit action, action suit or proceeding proceeding commenced in any state or federal court located in the State of Delaware, any claim that it such party is not subject personally to the jurisdiction of the above-named courts such court, that its property is exempt or immune from attachment or execution such action, that the suit, action suit or proceeding is has been brought in an inconvenient forum, that the venue of the suit, action or such proceeding is improper or that this Agreement or the subject matter hereof of this Agreement may not be enforced in or by such court.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Metal Management Inc)

Jurisdiction. The parties By accepting (or being deemed to have accepted) the Restricted Stock, the Participant agrees to (i) hereby submit irrevocably and unconditionally submit to the jurisdiction of the federal and state courts of New York and to located within the jurisdiction geographic boundaries of the United States District Court for the Southern District of New York Delaware for the purpose of any suit, action or other proceeding arising out of or based upon the Plan or this Agreement , ; (ii) agree not to commence any suit, action or other proceeding arising out of or based upon the Plan or this Agreement Agreement, except in the federal and state courts located within the geographic boundaries of New York or the United States District Court for the Southern District of New York, Delaware; and (iii) hereby waive, and agree not to assert, by way of motion, motion as a defense, defense or otherwise, in any such suit, action or proceeding, any claim that it he or she is not subject personally to the jurisdiction of the above-named courts, courts that its his or her property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the Plan or this Agreement or the subject matter hereof thereof may not be enforced in or by such court.

Appears in 1 contract

Samples: Director Restricted Stock Agreement (Ironwood Pharmaceuticals Inc)

Jurisdiction. The parties (i) hereby Each Party irrevocably and unconditionally submit submits to the jurisdiction of the state courts of New York and to the exclusive jurisdiction of the United States District Court for the Southern Northern District of New York Texas and, if such court does not have jurisdiction, of the courts of Texas sitting in Tarrant County, Texas for the purpose purposes of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for subject matter hereof brought by the Southern District other Party. To the extent permitted by applicable laws, rules or regulations of New York a Governmental Authority, each Party waives and (iii) hereby waive, and agree agrees not to assert, by way of motion, as a defense, defense or otherwise, in any such suit, action or proceeding, any claim (i) that it is not subject personally to the jurisdiction of the above-named courts , that its property is exempt or immune from attachment or execution, ; (ii) that the suit, action or proceeding is brought in an inconvenient forum , ; or (iii) that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or improper. Each Party further waives any right to a trial by such court jury.

Appears in 1 contract

Samples: Master Facilities Agreement (AMR Eagle Holding Corp)

Jurisdiction. The parties (i) hereby Each Party irrevocably and unconditionally submit submits to the jurisdiction of the state courts of New York and to the exclusive jurisdiction of the United States District Court for the Southern Northern District of New York Texas and, if such court does not have jurisdiction, of the courts of the State of Texas sitting in Tarrant County Texas for the purpose purposes of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for subject matter hereof brought by the Southern District other Party. To the extent permitted by applicable laws, rules or regulations of New York a Governmental Authority, each Party waives and (iii) hereby waive, and agree agrees not to assert, by way of motion, as a defense, defense or otherwise, in any such suit, action or proceeding, any claim (a) that it is not subject personally to the jurisdiction of the above-named courts , that its property is exempt or immune from attachment or execution, ; (b) that the suit, action or proceeding is brought in an inconvenient forum , ; or (c) that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or improper. Each Party further waives any right to a trial by such court jury.

Appears in 1 contract

Samples: Transition Services Agreement (AMR Eagle Holding Corp)

Jurisdiction. The parties Each of the Investors and the Company ( i a) hereby irrevocably and unconditionally submit submits to the exclusive jurisdiction of the any state courts of or federal court sitting in New York and to the jurisdiction of the United States District Court for the Southern District of County, New York for the purpose purposes of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for subject matter hereof brought by the Southern District of New York Company, or any Investor and ( iii b) hereby waive, waives and agree agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court . [SIGNATURE PAGES FOLLOWS. ]

Appears in 1 contract

Samples: Phillips Van Heusen Corp /De/

Jurisdiction. The parties Each of the Lenders and the Borrower ( i a) hereby irrevocably and unconditionally submit submits to the exclusive jurisdiction of the any state courts of or federal court sitting in New York and to the jurisdiction of the United States District Court for the Southern District of County, New York for the purpose purposes of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for subject matter hereof brought by the Southern District of New York, Borrower or any Lender and ( iii b) hereby waive, waives and agree agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 1 contract

Samples: Intercreditor and Subordination Agreement (Phillips Van Heusen Corp /De/)

Jurisdiction. The parties Each of the PVH Holders and the Company ( i a) hereby irrevocably and unconditionally submit submits to the exclusive jurisdiction of the any state courts of or federal court sitting in New York and to the jurisdiction of the United States District Court for the Southern District of County, New York for the purpose purposes of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for subject matter hereof brought by the Southern District of New York Company, or any PVH Holder and ( iii b) hereby waive, waives and agree agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court . . [Signature Pages Follow]

Appears in 1 contract

Samples: Registration Rights Agreement (Phillips Van Heusen Corp /De/)

Jurisdiction. The parties (i) Each party hereby irrevocably and unconditionally submit unconditionally, for itself and its property, submits to the exclusive jurisdiction in the Delaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery is unavailable, in the Superior Court in the City of Wilmington, New Castle County, Delaware, and if jurisdiction in the Superior Court in the City of Wilmington, New Castle County, Delaware is unavailable, in the federal courts of the state U.S. sitting in the State of Delaware), and any appellate court from any thereof (such courts of New York and to in such jurisdictional priority, the jurisdiction of the United States District Court for the Southern District of New York for the purpose of “Forum”), in any suit, action or other proceeding arising out of or based upon relating to this Agreement Agreement or any transaction contemplated hereby, (ii) agree not to commence any and agrees that all claims in respect of such suit, action or other proceeding arising out of or based upon this Agreement except may be heard and determined in state courts of New York or the United States District Court for the Southern District of New York Forum, and each of the parties hereby irrevocably and unconditionally ( iii a) hereby waive, and agree agrees not to assert, by way of motion, as a defense, or otherwise, in commence any such suit, action or proceeding proceeding except in the Forum, (b) agrees that any claim that it is not subject personally to the jurisdiction in respect of the above-named courts, that its property is exempt or immune from attachment or execution, that the any such suit, action or proceeding is brought may be heard and determined in an inconvenient forum the Forum, (c) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of the any such suit, action or proceeding is improper in the Forum, and (d) waives, to the fullest extent it may legally and effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in the Forum. Each party hereby agrees that this Agreement service of summons, complaint or other process in connection with any suit, action or proceeding contemplated hereby may be made by registered or certified mail addressed to such party at the subject matter hereof may not address specified pursuant to Section 10.01, and that service so made will be enforced effective as if personally made in or by such court the State of Delaware.

Appears in 1 contract

Samples: Stock Purchase Agreement (American Water Works Company, Inc.)

Jurisdiction. The parties (i) Each party hereby irrevocably and unconditionally submit unconditionally, for itself and its property, submits to the exclusive jurisdiction in the Delaware Court of Chancery (and if jurisdiction in the state Delaware Court of Chancery is unavailable, in the Superior Court in the City of Wilmington, New Castle County, Delaware, and if jurisdiction in the Superior Court in the City of Wilmington, New Castle County, Delaware is unavailable, in the federal courts of New York and to the jurisdiction of the United States District Court for sitting in the Southern District State of New York for Delaware), and any appellate court from any thereof (such courts in such jurisdictional priority, the purpose of “Forum”), in any suit, action or other proceeding arising out of or based upon relating to this Agreement Agreement or any transaction contemplated hereby, (ii) agree not to commence any and agrees that all claims in respect of such suit, action or other proceeding arising out of or based upon this Agreement except may be heard and determined in state courts of New York or the United States District Court for the Southern District of New York Forum, and each of the parties hereby irrevocably and unconditionally ( iii a) hereby waive, and agree agrees not to assert, by way of motion, as a defense, or otherwise, in commence any such suit, action or proceeding proceeding except in the Forum, (b) agrees that any claim that it is not subject personally to the jurisdiction in respect of the above-named courts, that its property is exempt or immune from attachment or execution, that the any such suit, action or proceeding is brought may be heard and determined in an inconvenient forum the Forum, (c) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of the any such suit, action or proceeding is improper in the Forum, and (d) waives, to the fullest extent it may legally and effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in the Forum. Each party hereby agrees that this Agreement service of summons, complaint or other process in connection with any suit, action or proceeding contemplated hereby may be made by registered or certified mail addressed to such party at the subject matter hereof may not address specified pursuant to Section 10.01, and that service so made will be enforced effective as if personally made in or by such court the State of Delaware.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Southern Power Co)

Jurisdiction. The parties (i) Each party to this Agreement hereby irrevocably and unconditionally submit agrees that any legal action, suit or proceeding arising out of or relating to the jurisdiction of the state courts of New York and to the jurisdiction of this Agreement, shall be brought in the United States District Court for the Southern Eastern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Supreme Court for of the Southern District State of New York, and (iii) hereby waive County of Nassau, and agree each party hereto agrees not to assert, by way of motion, as a defense, defense or otherwise, in any such suit action, action suit or proceeding, proceeding any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution such court, that the suit action, action suit or proceeding is brought in an inconvenient forum, that the venue of the suit action, action suit or proceeding is improper or that this Agreement Agreement, or the subject matter hereof or thereof may not be enforced in or by such court . Each party hereto further and irrevocably submits to the jurisdiction of such court in any action, suit or proceeding.

Appears in 1 contract

Samples: Hunapu Inc

Jurisdiction. The parties (i) hereby Subject to Sections 16.1 and 16.3, each Party irrevocably and unconditionally submit consents to the exclusive jurisdiction of the state courts of general jurisdiction of the State of New York and to the jurisdiction of the United States District Court for the Southern District of New York (collectively, the “Courts”), for the purpose of any suit action, action suit or proceeding (other proceeding than appeals therefrom) concerning any Litigable Matter arising out of or based upon relating to this Agreement, (ii) agree and agrees not to commence any suit action, action suit or proceeding (other proceeding arising out of or based upon this Agreement than appeals therefrom) related thereto except in such courts; provided, however, that if the Courts will not accept jurisdiction of such matter, any such action, suit or proceeding initiated by a Party may be brought in the state or federal courts in the state where the other Party’s principal place of business is located or in the State of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court Jersey.

Appears in 1 contract

Samples: Medarex Inc

Jurisdiction. The Subject to the following proviso, the parties (i) hereby hereto irrevocably and unconditionally submit to the jurisdiction of the state courts of the State of New York and to located in the jurisdiction Borough of the United States District Court for the Southern District of New York for the purpose of any suit Manhattan, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts City of New York or the United States District Court for the Southern District of the State of New York York for the purpose of any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby and (a) hereby irrevocably agree that any and all claims, actions, causes of action, suits and proceedings related to the foregoing may be heard and determined in any such court, and ( iii b) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, assert in any such suit claim, action action, cause of action, suit or proceeding , in each case, to the fullest extent permitted by applicable law, any claim that it is (i) the parties are not personally subject personally to the jurisdiction of the above-named courts any such court or (ii) any such claim, that its property is exempt or immune from attachment or execution action, that the suit cause of action, action suit or proceeding is brought in an inconvenient forum , that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court .

Appears in 1 contract

Samples: Asset Purchase Agreement (GAIN Capital Holdings, Inc.)

Jurisdiction. The parties Subject to the requirement that all disputes are to be submitted to arbitration pursuant to Section 11.8, the Parties ( i a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York California and to the jurisdiction of the United States District Court for the Southern District of New York California for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, ( ii b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the state courts of New York California or the United States District Court for the Southern District of New York California (provided that the underlying claim is not required to be arbitrated pursuant to Section 11.8), and ( iii c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 1 contract

Samples: Asset Purchase Agreement (Telenav, Inc.)

Jurisdiction. The parties (i) Symmetry and the Shareholder Representative hereby irrevocably and unconditionally submit to the personal jurisdiction of the state courts of New York the State of Oregon and to the personal jurisdiction of the United States District Court for the Southern District of New York Oregon, and all courts from which an appeal may be taken, solely for the purpose of any suit, action action, or other proceeding arising out of or based upon this Agreement, (ii) agree and hereby waive to the extent not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive prohibited by law, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is or they are not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by courts for such court proceedings.

Appears in 1 contract

Samples: Analogy Inc

Jurisdiction. The parties THE COMPANY AND EACH OF THE INVESTORS ( i I) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT, action or other proceeding arising out of or based upon this Agreement THE NEW YORK STATE COURTS AND OTHER COURTS OF THE UNITED STATES SITTING IN NEW YORK COUNTY, NEW YORK FOR THE PURPOSES OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ( ii II) agree not to commence any suit HEREBY WAIVES, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York AND AGREES NOT TO ASSERT IN ANY SUCH SUIT ACTION OR PROCEEDING, and (iii) hereby waive ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURT, and agree not to assert THAT THE SUIT, by way of motion ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF THE SUIT, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. ACTION OR PROCEEDING IS IMPROPER. THE COMPANY AND EACH OF THE INVESTORS CONSENTS TO PROCESS BEING

Appears in 1 contract

Samples: Amended and Restated Registration Rights Agreement (Appliedtheory Corp)

Jurisdiction. The parties THE COMPANY AND EACH OF THE PURCHASERS ( i I) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT, action or other proceeding arising out of or based upon this Agreement THE NEW YORK STATE COURTS AND OTHER COURTS OF THE UNITED STATES SITTING IN NEW YORK COUNTY, NEW YORK FOR THE PURPOSES OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ( ii II) agree not to commence any suit HEREBY WAIVES, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York AND AGREES NOT TO ASSERT IN ANY SUCH SUIT ACTION OR PROCEEDING, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. ANY CLAIM THAT IT IS NOT

Appears in 1 contract

Samples: Indemnity and Contribution Agreement (Chromavision Medical Systems Inc)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit THE PARTIES HERETO HEREBY CONSENT TO THE EXCLUSIVE JURISDICTION OF THE, action or other proceeding arising out of or based upon this Agreement COURTS OF THE STATE OF NEW YORK FOR THE CITY OF NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN ANY ACTION OR PROCEEDING UNDER, (ii) agree not to commence any suit ARISING OUT OF OR RELATED TO THIS LETTER AND THE OTHER AGREEMENTS. IN ANY ACTION, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York SUIT OR OTHER PROCEEDING, and (iii) hereby waive EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO ASSERT BY WAY OF MOTION, and agree not to assert AS A DEFENSE OR OTHERWISE ANY CLAIMS THAT IT IS NOT SUBJECT TO THE JURISDICTION OF THE ABOVE COURTS, by way of motion THAT SUCH ACTION OR SUIT IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH ACTION, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court SUIT OR OTHER PROCEEDING IS IMPROPER.

Appears in 1 contract

Samples: Kronos Advanced Technologies Inc

Jurisdiction. The parties Company and the Investor (i) hereby irrevocably and unconditionally submit submits to the jurisdiction of the state courts of New York and to the exclusive jurisdiction of the United States District Court for Court, the Southern District New York State courts and other courts of the United States sitting in New York County, New York for the purpose purposes of any suit, action or other proceeding arising out of or based upon relating to this Agreement, Agreement and (ii) agree hereby waives, and agrees not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, assert in any such suit, suit action or proceeding, any claim that it is not personally subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution such court, that the suit, action or proceeding is brought in an inconvenient forum, forum or that the venue of the suit , action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. ,

Appears in 1 contract

Samples: Convertible Debenture Purchase Agreement (U S Plastic Lumber Corp)

Jurisdiction. The parties Parties ( i a) hereby irrevocably and unconditionally submit to the jurisdiction of the state and federal courts of New York and to the jurisdiction of the United States District Court for the Southern District State of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, ( ii b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the state or federal courts of New York or the United States District Court for the Southern District State of New York, and ( iii c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 1 contract

Samples: Shareholders Agreement (HOOKIPA Pharma Inc.)

Jurisdiction. The parties Parties ( i a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, ( ii b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and ( iii c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 1 contract

Samples: Shared Services Agreement (One Madison Corp)

Jurisdiction. The parties Parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York Delaware for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, Delaware and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 1 contract

Samples: Forward Purchase Agreement (ECP Environmental Growth Opportunities Corp.)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit exclusively to the jurisdiction of the state courts of New York located in the Borough of Manhattan and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York located in the Borough of Manhattan or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 1 contract

Samples: Backstop Agreement (CC Neuberger Principal Holdings II)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York Delaware and to the jurisdiction of the United States District Court for the Southern District State of New York Delaware for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York Delaware or the United States District Court for the Southern District State of New York Delaware , and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 1 contract

Samples: Iron Horse Acquisition Corp.

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, ( ii b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, York and ( iii c) hereby waive, and agree not to assert, by way of motion, as a defense, defense or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. Page 11

Appears in 1 contract

Samples: Forward Purchase Agreement (National Energy Services Reunited Corp.)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, ( ii b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and ( iii c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court ; provided that each of the parties hereto agrees that a final judgment in any such suit, action or proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Appears in 1 contract

Samples: Forward Purchase Agreement (Mosaic Acquisition Corp.)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and ( iii i) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 1 contract

Samples: Forward Purchase Agreement (Motive Capital Corp)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above- above- named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 1 contract

Samples: Forward Purchase Agreement (Corsair Partnering Corp)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the forthe Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, ( ii b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and ( iii c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 1 contract

Samples: Forward Purchase Agreement (One Madison Corp)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the such suit, action or proceeding is brought in an inconvenient forum, that the venue of the such suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 1 contract

Samples: Forward Purchase Agreement (Tortoise Acquisition Corp. II)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 1 contract

Samples: Forward Purchase Agreement (RedBall Acquisition Corp.)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York located in New York County and to the jurisdiction of the United States District Court for the Southern District of New York located in New York County for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York located in New York County or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 1 contract

Samples: Lockup Agreement (InterPrivate Acquisition Corp.)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of situated in New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of situated in New York Jersey or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 1 contract

Samples: Consulting Agreement (DropCar, Inc.)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York Delaware and to the jurisdiction of the United States District Court for the Southern District of New York Delaware, and the applicable appellate courts thereof, for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York Delaware or the United States District Court for the Southern District of New York Delaware, and any applicable appellate courts thereof, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court . Notwithstanding anything in this Agreement to the contrary, this section shall not apply to claims or actions arising out of either the Securities Act or the Exchange Act.

Appears in 1 contract

Samples: Forward Purchase Agreement (Pure Acquisition Corp.)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally (a) submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, ( ii b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and ( iii c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 1 contract

Samples: Subscription Agreement (RMG Acquisition Corp.)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally (i) submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit thesuit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 1 contract

Samples: Subscription Agreement (Growth Capital Acquisition Corp.)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally (i) submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree andagree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 1 contract

Samples: Subscription Agreement (Crown PropTech Acquisitions)

Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit themselves to the jurisdiction of the state courts Courts of New York the State of Florida and to the jurisdiction of the United States District Court for the Southern District of New York Florida, for the purpose purposes of any suit, action or other proceeding arising out of of, or based upon this Agreement relating to, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, waive and agree not to assert assert against each other, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding , : (a) any claim that it is they are not personally subject personally to the jurisdiction of the above- above named courts, Courts or that its their property is exempt or immune from attachment set-off, execution or execution attachment, either prior to judgment, or in aid of execution and (b) to the extent permitted by applicable law, any claim that the such suit, action or proceeding is brought in an inconvenient forum, forum or that the venue of the such suit, action or proceeding is improper improper, or that this Agreement or the subject matter hereof thereof may not be enforced in or by such court courts.

Appears in 1 contract

Samples: Oro Spanish Broadcasting Inc

Jurisdiction. The parties (i) hereby irrevocably hereto consent and unconditionally submit agree to the jurisdiction of the state State of Louisiana and the courts of New York thereof and to the jurisdiction of the United States District Court for the Southern District of New York York, for the purpose of any suit, action or other proceeding arising out of or based upon relating to this Agreement, (ii) and hereby agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, assert by way of motion, as a defense, defense or otherwise, in any that such suit action is improper, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof thereof may not be enforced in or by such court courts.

Appears in 1 contract

Samples: Amended and Restated Management Agreement (JCC Holding Co)

Jurisdiction. The parties hereto irrevocably ( i a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of agree that any suit, action or other legal proceeding arising out of or based upon relating to this Agreement Promissory Note shall be brought in a court of record of the State of Florida sitting in Miami-Dade County, Florida, or in the courts of the United States of America located in such county and state, ( ii b) agree not to commence the exclusive jurisdiction of such court in any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York proceeding, and ( iii c) hereby waive, and agree not waive any objection which it may have to assert, by way the laying of motion, as a defense, or otherwise, in venue of any such suit, action or proceeding, proceeding in such courts and any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the any such suit, action or proceeding is has been brought in an inconvenient forum , that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court .

Appears in 1 contract

Samples: Promissory Note (Global Income Trust, Inc.)

Jurisdiction. The parties (i xxxii) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii xxxiii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii xxxiv) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Appears in 1 contract

Samples: Forward Purchase Agreement (Vantage Energy Acquisition Corp.)

Jurisdiction. The parties (i a) hereby Each party inter se irrevocably and unconditionally submit submits to the exclusive jurisdiction of (a) the state courts Supreme Court of the State of New York, New York County, and (b) the United States District Court for the Southern District of New York, solely for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby or thereby. Each party agrees to the jurisdiction of commence any such action, suit or proceeding either in the United States District Court for the Southern District of New York for the purpose of any or if such suit, action or other proceeding arising out may not be brought in such court for jurisdictional reasons, in the Supreme Court of or based upon this Agreement the State of New York, (ii) agree not New York County. Each of the parties hereto further irrevocably consents, and shall cause each of its Affiliates to commence irrevocably consent, to the service of process in any suit, such action or other proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, return receipt requested, to such party at its address as provided for notices hereunder. Each party irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of or based upon this Agreement except or the transactions contemplated hereby and thereby in state courts (i) the Supreme Court of the State of New York, New York County, or (ii) the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree thereby further irrevocably and unconditionally waives and agrees not to assert plead or claim in any such court that any such action, by suit or proceeding brought in any such court has been brought in an inconvenient forum. (b) Istithmar confirms that (i) it is not a party to any agreement with the United States of America relating in any way to the immunity of motion Istithmar from jurisdiction of courts, as suit, execution upon a defense judgment, attachment prior to judgment or in aid of execution upon a judgment or any other legal process and (ii) it is, under the law of Dubai, subject to civil and commercial law with respect to its obligations under this Agreement and has agreed not to assert the defense of immunity, on the grounds of sovereignty or otherwise, in respect of any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that arising out of or relating to claims under this or the venue consummation of the suit, action transactions contemplated hereby or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court thereby.

Appears in 1 contract

Samples: Istithmar PJSC

Jurisdiction. The parties (i a) hereby Each party inter se irrevocably and unconditionally submit submits to the exclusive jurisdiction of (a) the state courts Supreme Court of the State of New York, New York County, and (b) the United States District Court for the Southern District of New York, solely for the purposes of any suit, action or other proceeding arising out of this Agreement, any Ancillary Agreement or any transaction contemplated hereby or thereby. Each party agrees to the jurisdiction of commence any such action, suit or proceeding either in the United States District Court for the Southern District of New York for the purpose of any or if such suit, action or other proceeding arising out may not be brought in such court for jurisdictional reasons, in the Supreme Court of or based upon this Agreement the State of New York, (ii) agree not New York County. Each of the parties hereto further irrevocably consents, and shall cause each of its affiliates to commence irrevocably consent, to the service of process in any suit, such action or other proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, return receipt requested, to such party at its address as provided for notices hereunder. Each party irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement, any Ancillary Agreement or based upon this Agreement except the transactions contemplated hereby and thereby in state courts (i) the Supreme Court of the State of New York, New York County, or (ii) the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree thereby further irrevocably and unconditionally waives and agrees not to assert plead or claim in any such court that any such action, by suit or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Purchaser confirms that (i) it is not a party to any agreement with the United States of America relating in any way to the immunity of motion the Purchaser from jurisdiction of courts, as suit, execution upon a defense judgment, attachment prior to judgment or in aid of execution upon a judgment or any other legal process and (ii) it is, under the law of Dubai, subject to civil and commercial law with respect to its obligations under this Agreement and has agreed not to assert the defense of immunity, on the grounds of sovereignty or otherwise, in respect of any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue arising out of the suit, action or proceeding is improper or that relating to claims under this Agreement or any Ancillary Agreement, or the subject matter hereof may not be enforced in consummation of the transactions contemplated hereby or by such court thereby.

Appears in 1 contract

Samples: Corporate Governance Agreement (Kerzner International LTD)