Common use of Law, Venue Clause in Contracts

Law, Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to conflicts of laws principles that would result in the application of the law of any other state. Each of the parties to this Agreement (a) consents to submit itself or himself to the personal jurisdiction of the Court of Chancery of the State of Delaware in any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, (b) agrees that all claims in respect of such action or proceeding may be heard and determined only in such court, (c) agrees that it or he shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any other court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. To the fullest extent permitted by law, any party hereto may make service on another party by sending or delivering a copy of the process to the party to be served in a manner permitted under the laws of the State of Delaware. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTIONS, SUITS, DEMAND LETTERS, JUDICIAL, ADMINISTRATIVE OR REGULATORY PROCEEDINGS, OR HEARINGS, NOTICES OF VIOLATION OR INVESTIGATIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER AND (B) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY.

Appears in 2 contracts

Samples: Transaction Support Agreement (Insight Holdings Group, LLC), Transaction Support Agreement (Insight Holdings Group, LLC)

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Law, Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to conflicts of laws principles that would result in the application of the law of any other state. Each of the parties to this Agreement (a) consents to submit itself or himself to the personal jurisdiction of the Court of Chancery of the State of Delaware in any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, (b) agrees that all claims in respect of such action or proceeding may be heard and determined only in such court, (c) agrees that it or he shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any other court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. To the fullest extent permitted by law, any party hereto may make service on another party by sending or delivering a copy of the process to the party to be served in a manner permitted under the laws of the State of Delaware. EACH PARTY ACKNOWLEDGES PARTY, TO THE EXTENT PERMITTED BY LAW, KNOWINGLY, VOLUNTARILY AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY INTENTIONALLY WAIVES ANY ITS RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTIONS, SUITS, DEMAND LETTERS, JUDICIAL, ADMINISTRATIVE ACTION OR REGULATORY PROCEEDINGS, OR HEARINGS, NOTICES OF VIOLATION OR INVESTIGATIONS OTHER LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER AND (B) SUCH PARTY MAKES THIS WAIVER VOLUNTARILYAPPLIES TO ANY ACTION OR LEGAL PROCEEDING, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE.

Appears in 1 contract

Samples: Interim Investors Agreement (J Crew Group Inc)

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Law, Venue. This Agreement Unless defined differently in the ‘Specific Terms’ of this Service, these Terms and any dispute or claim arising out of, or related to, them, their subject matter or their formation (in each case, including non-contractual disputes or claims) shall be governed by, by and construed in accordance with, with the internal laws of the State of Delaware, Switzerland without giving effect to conflicts any choice or conflict of laws principles that would result in the application of the law of any other stateprovision or rule. Each of the parties to this Agreement (a) consents to submit itself or himself to the personal jurisdiction of the Court of Chancery of the State of Delaware in any Any legal suit, action or proceeding arising out of, or related to, these Terms or our Ecosystem and related websites shall be instituted exclusively in the courts of Switzerland, or relating when specified differently in the ‘Specific Terms’ the courts contained therein, although we retain the right to this Agreement or bring any of the transactions contemplated by this Agreementsuit, (b) agrees that all claims in respect of such action or proceeding against you for breach of these Terms in your country of residence or any other relevant country. YOU UNDERSTAND AND YOU AGREE THAT WHEN WE TAKE ACTION ON ANY BREACH OF SECTION ‘PROHIBITED ACTIVITIES’ – OR WHEN YOU BREACH THE LAWS OF YOUR COUNTRY OF RESIDENCE – OR YOU BREACH THE LAWS OF THE COUNTRY OF YOUR LOCATION – THEN WE OR THE RELATED PROVIDER ARE ENTITLED TO REQUEST THE APPLICATION OF THE LAWS OF YOUR COUNTRY OF DOMICILE OR THE LAWS OF THE COUNTRY WHERE YOU WERE LOCATED AT THE MOMENT YOU COMMITTED THE BREACH. You agree to waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. PLEASE ALSO NOTE, THAT THROUGH THIS WE APPLY SWISS LAW IN GENERAL, BUT COUNTRY LAW WHERE YOU RESIDE OR WHERE YOU ARE IN SPECIFIC. WE WILL BE FULLY COOPERATIVE WITH COUNTRIES WITHIN THE LAWS OF THESE COUNTRIES FOR DIGITAL ACTIVITIES WHICH HAPPEN INSIDE THEIR GEOGRAPHIC BORDERS AND WE WILL ALSO ENABLE THEM TO APPLY TAXES ON TRANSACTIONS WHEN A DIGITAL TRANSACTION HAPPENS INSIDE THEIR TERRITORY. You understand and agree that neither We nor the Provider of this Platform nor any provider of another related platform are liable for any harm that may be heard and determined only in such courtcaused by the Service not being available, (c) agrees that it or he shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court and (d) agrees not to bring any action or proceeding arising out that is taken as a result of or relating to this Agreement or any of content that is posted on the transactions contemplated by this Agreement in any other court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. To the fullest extent permitted by law, any party hereto may make service on another party by sending or delivering a copy of the process to the party to be served in a manner permitted under the laws of the State of Delaware. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTIONS, SUITS, DEMAND LETTERS, JUDICIAL, ADMINISTRATIVE OR REGULATORY PROCEEDINGS, OR HEARINGS, NOTICES OF VIOLATION OR INVESTIGATIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER AND (B) SUCH PARTY MAKES THIS WAIVER VOLUNTARILYEcosystem.

Appears in 1 contract

Samples: Please Read These Ecosystem User Terms

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