Common use of Submission to Jurisdiction; Consent to Service of Process Clause in Contracts

Submission to Jurisdiction; Consent to Service of Process. Without limiting a Party’s right to appeal any order of the Bankruptcy Court, to the extent required under the Plan (i) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the “Bankruptcy Court”) shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement or any breach or default hereunder, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 6.4; provided that if the Bankruptcy Court closes the above-referenced case, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the state and federal courts sitting in Xxxxx County, Nevada, and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each Party agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party consents to process being served by the other Party in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 6.4. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOF.

Appears in 4 contracts

Samples: Management Agreement (Station Casinos LLC), Management Agreement (Station Casinos LLC), Management Agreement (Station Casinos LLC)

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Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting a Partyany party’s right to appeal any order of the Bankruptcy Court, to the extent required under the Plan (i) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the “Bankruptcy Court”) Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement or and the Agency Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 6.413.7 hereof; provided provided, however, that if the Bankruptcy Court closes the above-referenced caseCase has closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the state and federal courts United States District Court for the Southern District of New York sitting in Xxxxx CountyNew York County or the Commercial Division, Nevada, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each Party of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party consents to process being served by the other Party in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 6.4. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOF.

Appears in 3 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Sharper Image Corp), Asset Purchase Agreement (Sharper Image Corp)

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting a Partyany party’s right to appeal any order of the Bankruptcy Court, to the extent required under the Plan (i) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the “Bankruptcy Court”) Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement or Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, Court and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 6.427 hereof; provided provided, however, that if the Bankruptcy Court closes the above-referenced caseCase has closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the state and federal courts United States District Court for the Southern District of New York sitting in Xxxxx CountyNew York County or the Commercial Division, Nevada, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each Party of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party consents to process being served by the other Party in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 6.4. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOF.

Appears in 2 contracts

Samples: Asset Management Agreement, Asset Management Agreement

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting a any Party’s right to appeal any order Order of the Bankruptcy Court, to the extent required under the Plan (i) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the “Bankruptcy Court”) shall Court will retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes disputes, which may arise or result from, or be connected with, this Agreement or Agreement, any breach or default hereunder, or the Transactions, and (ii) any and all proceedings related to the foregoing shall will be filed and maintained only in the Bankruptcy Court, and the parties Parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court for such purposes and shall will receive notices at such locations as indicated in Section 6.412.8 hereof; provided provided, however, that if the Bankruptcy Court closes Case has been closed pursuant to Section 350 of the above-referenced caseBankruptcy Code, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the Delaware Court of Chancery and any state and federal courts sitting appellate court therefrom within the State of Delaware (or in Xxxxx County, Nevada, the event (but only in the event) that such court does not have subject matter jurisdiction over such Legal Proceeding in the United States District Court for the District of Delaware) and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each Party of the Parties agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party consents to process being served by the other Party in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 6.4. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOFLaw.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Westmoreland Resource Partners, LP), Asset Purchase Agreement

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting a Partyany party’s right to appeal any order of the Bankruptcy Court, to the extent required under the Plan (i) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the “Bankruptcy Court”) Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement or Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 6.413.7 hereof; provided provided, however, that if the Bankruptcy Court closes the above-referenced caseCase has closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the state and federal courts United States District Court for the Southern District of New York sitting in Xxxxx CountyNew York County or the Commercial Division, Nevada, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each Party of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party consents to process being served by the other Party in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 6.4. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOF.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Lehman Brothers Holdings Inc), Asset Purchase Agreement

Submission to Jurisdiction; Consent to Service of Process. Without limiting a Party’s right to appeal any order of the Bankruptcy Court, to the extent required under the Plan (i) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the “Bankruptcy Court”) shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement or any breach or default hereunder, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the The parties hereto hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 6.4; provided that if the Bankruptcy Court closes the above-referenced case, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) in any action or proceeding arising out of or relating to this Agreement, including in respect of the interpretation and federal courts sitting in Xxxxx County, Nevadaenforcement of the provisions of this Agreement and of the documents referred to herein, and in respect of the Transactions, and hereby waive, and agree not to assert, as a defense in any appellate court from any action, suit or proceeding for the interpretation or enforcement hereof or thereof, for that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the resolution of venue thereof may not be appropriate or that this Agreement or any such claim or dispute. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they document may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each Party agrees that a judgment in any such dispute may not be enforced in other jurisdictions or by suit on such courts, and the judgment or in any other manner provided by law. Each Party consents parties hereto irrevocably agree that all claims with respect to process being served by the other Party in any suit, such action or proceeding shall be heard and determined in such a Delaware Chancery Court or Delaware Federal court. The parties hereto hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 10.2 or in such other manner as may be permitted by delivery Applicable Law, shall be valid and sufficient service thereof. A party hereto may apply either to a court of competent jurisdiction or to an arbitrator, if one has been appointed, for prejudgment remedies and emergency relief pending final determination of a copy thereof in accordance with the provisions claim pursuant to this Section 10.11. The appointment of Section 6.4. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOFan arbitrator does not preclude a party hereto from seeking prejudgment remedies and emergency relief from a court of competent jurisdiction.

Appears in 2 contracts

Samples: Share Purchase Agreement (Applovin Corp), Share Purchase Agreement (Applovin Corp)

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting a Partyany party’s right to appeal any order Order of the Bankruptcy Court, to the extent required under the Plan (i) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the “Bankruptcy Court”) Court shall retain exclusive jurisdiction to interpret and/or enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement or Agreement, any Related Document, any breach or default hereunderhereunder or thereunder, or the Transactions, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 6.410.6; provided provided, however, that if the Bankruptcy Court closes the above-referenced caseCases have closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the state and federal courts sitting in Xxxxx County, NevadaUnited States District Court for the Northern District of Texas over all Related Claims, and any appellate court from any thereof, for the resolution of any each party hereto hereby irrevocably agrees that all Related Claims may be heard and determined in such claim or disputecourts. The Parties parties hereto hereby irrevocably and unconditionally waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute Related Claim brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each Party of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party consents to process being served by the other Party in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 6.4. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOFXxx.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Ebix Inc), Asset Purchase Agreement (Ebix Inc)

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting a Party’s any party's right to appeal any order of the Bankruptcy Court, to the extent required under the Plan (i) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the “Bankruptcy Court”) Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement or Agreement, any breach or default hereunder, or the transactions contemplated hereby (other than any claims or disputes relating to items set forth on any Dispute Notice; it being understood that such claims and disputes will be subject solely to the decision of the Referee), and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 6.412.8; provided provided, however, that if the Chapter 11 Case has closed or if the Bankruptcy Court closes the above-referenced caseelects to not exercise its jurisdiction, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the state and federal courts United States District Court for the Southern District of New York sitting in Xxxxx CountyNew York County or the Commercial Division, Nevada, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each Party of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party consents to process being served by the other Party in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 6.4. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOF.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Pegasus Communications Corp /), Asset Purchase Agreement (Directv Holdings LLC)

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting a Partyany party’s right to appeal any order of the Bankruptcy Court, to the extent required under the Plan (i) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the “Bankruptcy Court”) Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement or Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, Court and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 6.46.05 hereof; provided provided, however, that if the Bankruptcy Court closes the above-referenced caseCase has closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the state and federal courts United States District Court for the Southern District of New York sitting in Xxxxx CountyNew York County or the Commercial Division, Nevada, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each Party of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party consents to process being served by the other Party in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 6.4. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOF.

Appears in 2 contracts

Samples: Contribution Agreement, Contribution Agreement

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting a Party’s any party's right to appeal any order of the Bankruptcy Court, to the extent required under the Plan (i) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the “Bankruptcy Court”) Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement or Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 6.46.8; provided provided, however, that if the Chapter 11 Case has closed or if the Bankruptcy Court closes the above-referenced caseelects to not exercise its jurisdiction, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the state and federal courts United States District Court for the Southern District of New York sitting in Xxxxx CountyNew York County or the Commercial Division, Nevada, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each Party of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party consents to process being served by the other Party in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 6.4. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOF.

Appears in 2 contracts

Samples: Cooperation Agreement (Pegasus Communications Corp /), Cooperation Agreement (Directv Holdings LLC)

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting a Partyany party’s right to appeal any order of the Bankruptcy Court, to the extent required under the Plan (i) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the “Bankruptcy Court”) Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement or Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 6.411.8 hereof; provided provided, however, that if the Bankruptcy Court closes the above-referenced caseCase has closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the state and federal courts United States District Court for the Southern District of New York sitting in Xxxxx CountyNew York County or the Commercial Division, Nevada, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each Party of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party consents to process being served by the other Party in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 6.4. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOF.

Appears in 1 contract

Samples: Asset Purchase Agreement (Impac Medical Systems Inc)

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting a Partyany party’s right to appeal any order of the Bankruptcy Court, to the extent required under the Plan (i) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the “Bankruptcy Court”) Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement or Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, Court and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 6.411 hereof; provided provided, however, that if the Bankruptcy Court closes the above-referenced caseCase has closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the state and federal courts United States District Court for the Southern District of New York sitting in Xxxxx CountyNew York County or the Commercial Division, Nevada, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each Party of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party consents to process being served by the other Party in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 6.4. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOF.

Appears in 1 contract

Samples: Intercompany Agreement

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting a Partyany party’s right to appeal any order of the Bankruptcy Court, to the extent required under the Plan (i) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the “Bankruptcy Court”) Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement or Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereto hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 6.413.7 hereof; provided provided, however, that if the Bankruptcy Court closes the above-referenced casedoes not have or abstains from exercising such jurisdiction, the Parties parties hereto agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the state and federal courts United States District Court for the Southern District of New York sitting in Xxxxx CountyNew York County or the Commercial Division, Nevada, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereto hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each Party of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party consents to process being served by the other Party in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 6.4. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOF.

Appears in 1 contract

Samples: Note and Equity Purchase Agreement

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting a Partyany party’s right to appeal any order of the Bankruptcy Court, to the extent required under the Plan (i) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the “Bankruptcy Court”) Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement or Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court for such purposes and shall receive notices at such locations as indicated in Section 6.411.8 hereof; provided provided, -86- however, that if the Bankruptcy Court closes Cases have been closed pursuant to section 350 of the above-referenced caseBankruptcy Code, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the state courts of the State of Delaware and of the federal courts sitting in Xxxxx County, Nevada, the State of Delaware and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each Party of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawLaw. (b) Each Party of the parties hereto hereby consents to process being served by the other Party any party to this Agreement in any suit, action or proceeding Legal Proceeding by delivery of a copy thereof in accordance with the provisions of Section 6.411.8. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOF.11.5

Appears in 1 contract

Samples: Asset Purchase Agreement

Submission to Jurisdiction; Consent to Service of Process. Without limiting a Party’s right to appeal any order of the Bankruptcy Court, to the extent required under the Plan (i) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the “Bankruptcy Court”) shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement or any breach or default hereunder, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the The parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 6.4; provided that if the Bankruptcy Court closes the above-referenced case, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of any federal or state court located within the state State of Colorado over any dispute arising out of or relating to this Agreement or any of the provisions contemplated hereby and federal courts sitting each party hereby irrevocably agrees that all claims in Xxxxx Countyrespect of such dispute or any suit, Nevada, action or proceeding related thereto may be heard and any appellate court from any thereof, for the resolution of any determined in such claim or disputecourts. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each Party of the parties agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party of the parties hereby consents to process being served by the other Party any party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 6.48.4. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTIONNotwithstanding the foregoing, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOFthe parties agree that, before either party may commence a lawsuit stating claims that arise out of or relate to (i) this Agreement, (ii) the Executive’s employment with the Company, and/or (iii) the termination of that employment (the “Claims”), the parties shall: (a) provide written notification to the other party, in accordance with Section 8.4 of the Agreement, specifically articulating each potential Claim and the facts in support of each such Claim (the “Notice); and (b) negotiate in good faith for a minimum of 30 days after delivery of the Notice, or such longer period as the parties may in agree in writing, in order to attempt resolve the Claim(s) privately, amicably, and confidentially. The obligation to negotiate in good faith shall include at least one mediation session held in Denver, Colorado before a neutral party who is a member of the Judicial Arbiter Group (JAG). If the parties cannot agree to a neutral party who is a member of JAG within five business days after delivery of the Notice, the parties agree that JAG shall appoint a neutral party for the mediation. Each party may consult with counsel in connection with such negotiations, including at or in connection with any mediation session. If such negotiations do not result in a resolution, a party may commence a lawsuit stating only such Claim or Claims that were recited in the Notice and that have been subject to such good faith negotiations as required by this Section 8.8. The Company shall not be required to comply with this Section 8.8 prior to seeking injunctive relief for actual or threatened breaches of the Executive’s obligations under Article VI, or for actual or threatened breaches of the Executive’s duty of loyalty, or for actual or threatened theft or misappropriate of trade secrets.

Appears in 1 contract

Samples: Employment Agreement (Ciber Inc)

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting a Partyany party’s right to appeal any order of the Bankruptcy Court, to the extent required under the Plan (i) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the “Bankruptcy Court”) Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement or Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, Court and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 6.430 hereof; provided provided, however, that if the Bankruptcy Court closes the above-referenced caseCases have closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the state and federal courts United States District Court for the Southern District of New York sitting in Xxxxx CountyNew York County or the Commercial Division, Nevada, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each Party of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party consents to process being served by the other Party in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 6.4. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOF.

Appears in 1 contract

Samples: Asset Management Agreement

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting a Partyany party’s right to appeal any order of the Bankruptcy Court, to the extent required under the Plan (i) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the “Bankruptcy Court”) Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement or Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 6.412.9 hereof; provided provided, however, that if the Bankruptcy Court closes the above-referenced caseCase has closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the state and federal courts United States District Court for the Southern District of New York sitting in Xxxxx CountyNew York County or the Commercial Division, Nevada, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each Party of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party consents to process being served by the other Party in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 6.4. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOFXxx.

Appears in 1 contract

Samples: Asset Purchase Agreement

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting a any Party’s 's right to appeal any order of the Bankruptcy Court, to the extent required under the Plan (i) the bankruptcy Bankruptcy Court (and any applicable court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the “Bankruptcy Court”thereof) shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement or Agreement, any breach or default hereunder, or the Transactions, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties Parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 6.413.7; provided provided, however, that if the Bankruptcy Court closes the above-referenced caseCase has closed, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the state and federal courts United States District Court for the District of Delaware sitting in Xxxxx County, Nevada, New Castle County or the courts of the State of Delaware sitting in New Castle County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties hereby irrevocably waive, to the fullest extent permitted by 57 applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each Party of the Parties agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party consents to process being served by the other Party in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 6.4. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOF.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cenveo, Inc)

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting a Partyany party’s right to appeal any order of the Bankruptcy Court, to the extent required under the Plan (i) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the “Bankruptcy Court”) shall Court will retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement or Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall will be filed and maintained only in the Bankruptcy Court, and the parties hereto hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court for such purposes and shall will receive notices at such locations as indicated in Section 6.411.8 hereof; provided provided, however, that if the Bankruptcy Court closes Cases have been closed pursuant to Section 350 of the above-referenced caseBankruptcy Code, the Parties parties hereto agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the Delaware Court of Chancery and any state and federal courts sitting appellate court therefrom within the State of Delaware (or in Xxxxx County, Nevada, the event (but only in the event) that such court does not have subject matter jurisdiction over such Action in the United States District Court for the District of Delaware) and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereto hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each Party of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party consents to process being served by the other Party in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 6.4. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOFLaw.

Appears in 1 contract

Samples: Purchase Agreement (Radioshack Corp)

Submission to Jurisdiction; Consent to Service of Process. Without limiting a Party’s right to appeal any order of the Bankruptcy Court, to the extent required under the Plan (ia) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the “Bankruptcy Court”) shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement or any breach or default hereunder, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the The parties hereto hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 6.4; provided that if the Bankruptcy Court closes the above-referenced case, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the state Bankruptcy Court over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and federal courts sitting each party hereby irrevocably agrees that all claims in Xxxxx Countyrespect of such dispute or any suit, Nevadaaction proceeding related thereto may be heard and determined in the Bankruptcy Court; provided, however, that in the event the Bankruptcy Court abstains from exercising or declines to exercise jurisdiction with respect to any matter provided for in this sentence or is without jurisdiction, such abstention, refusal or lack of jurisdiction shall have no effect upon and any appellate court from any thereofshall not control, for prohibit or limit the resolution exercise of jurisdiction of any other court having competent jurisdiction with respect to any such claim or disputematter. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each Party of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party consents to process being served by the other Party in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 6.4. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOF.

Appears in 1 contract

Samples: Asset Purchase Agreement (Teraforce Technology Corp)

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting a Partyany party’s right to appeal any order of the Bankruptcy Court, to the extent required under the Plan (i) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the “Bankruptcy Court”) Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement or Agreement, any breach or default hereunder, or the Transactions, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 6.412.8 hereof; provided provided, however, that if the Bankruptcy Court closes the above-referenced caseCase has closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the state and federal courts United States District Court for the Southern District of New York sitting in Xxxxx CountyNew York County or the Commercial Division, Nevada, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each Party of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party consents to process being served by the other Party in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 6.4. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOF.

Appears in 1 contract

Samples: Asset Purchase Agreement

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting a any Party’s right to appeal any order Order of the Bankruptcy Court, to the extent required under the Plan (i) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the “Bankruptcy Court”) shall Court will retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes disputes, which may arise or result from, or be connected with, this Agreement or Agreement, any breach or default hereunder, or the Transactions, and (ii) any and all proceedings related to the foregoing shall will be filed and maintained only in the Bankruptcy Court, and the parties Parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court for such purposes and shall will receive notices at such locations as indicated in Section 6.411.9 hereof; provided provided, however, that if the Chapter 11 Cases have been closed pursuant to Section 350 of the Bankruptcy Court closes the above-referenced caseCode, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York and any appellate court therefrom within the State of New York (or in the event (but only in the event) that such court does not have subject matter jurisdiction over such Legal Proceeding, in a New York state and federal courts court sitting in Xxxxx County, Nevada, Manhattan) and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each Party of the Parties agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party consents to process being served by the other Party in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 6.4. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOFLaw.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cloud Peak Energy Inc.)

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting a Partyany party’s right to appeal any order of the Bankruptcy Court, to the extent required under the Plan (i) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the “Bankruptcy Court”) Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement or Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 6.412.9 hereof; provided provided, however, that if the Bankruptcy Court closes the above-referenced caseCase has closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the state and federal courts United States District Court for the Southern District of New York sitting in Xxxxx CountyNew York County or the Commercial Division, Nevada, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each Party of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party consents to process being served by the other Party in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 6.4. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOFLaw.

Appears in 1 contract

Samples: Asset Purchase Agreement (American Real Estate Partners L P)

Submission to Jurisdiction; Consent to Service of Process. Without limiting a Partyany party’s right to appeal any order of the Bankruptcy Court, to the extent required under the Plan (i) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the “Bankruptcy Court”) shall Court will retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement or Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall will be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court for such purposes and shall will receive notices at such locations as indicated in Section 6.411.8 hereof; provided provided, however, that if the Bankruptcy Cases have been closed pursuant to Section 350 of the Bankruptcy Code, and the Bankruptcy Court closes refuses to reopen the above-referenced caseBankruptcy Case, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the state and federal courts United States District Court for the District of Delaware sitting in Xxxxx CountyWilmington, Nevada, and any appellate court from any thereof, Delaware for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each Party of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party consents to process being served by the other Party in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 6.4. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOFLaw.

Appears in 1 contract

Samples: Asset Purchase Agreement (Crumbs Bake Shop, Inc.)

Submission to Jurisdiction; Consent to Service of Process. Without limiting a Party’s any party's right to appeal any order Order of the Bankruptcy Court, to the extent required under the Plan (i) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the “Bankruptcy Court”) Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement or Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings Actions related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 6.45.11; provided provided, however, that if the Bankruptcy Court closes the above-referenced caseCases have closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the state and federal courts United States District Court for the Southern District of Texas sitting in Xxxxx County, Nevada, Xxxxxx County or the Civil Trial Division of the District Courts of the State of Texas sitting in Xxxxxx County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby unconditionally and irrevocably waive, to the fullest extent permitted by applicable lawApplicable Law, any objection which they may now or hereafter have to the laying of venue of any such dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby brought in such any court specified in paragraph (a) above, or any defense of inconvenient forum for the maintenance of such dispute. Each Party of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party of the parties hereto hereby consents to process being served by the other Party any party to this Agreement in any suit, action Action or proceeding by delivery the mailing of a copy thereof in accordance with the provisions of Section 6.4. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOF5.11.

Appears in 1 contract

Samples: Separation Agreement (Portland General Electric Co /Or/)

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting a Partyany party’s right to appeal any order of the Bankruptcy Court, to the extent required under the Plan (i) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the “Bankruptcy Court”) Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement or Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court for such purposes and shall receive notices at such locations as indicated in Section 6.411.8 hereof; provided provided, however, that if the Bankruptcy Court closes Cases have been closed pursuant to section 350 of the above-referenced caseBankruptcy Code, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the state courts of the State of New York and of the federal courts sitting in Xxxxx County, Nevada, the borough of Manhattan in the State of New York and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each Party of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party consents to process being served by the other Party in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 6.4. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOFLaw.

Appears in 1 contract

Samples: Asset Purchase Agreement (AMERICAN EAGLE ENERGY Corp)

Submission to Jurisdiction; Consent to Service of Process. Without limiting a Party’s right to appeal any order of the Bankruptcy Court, to the extent required under the Plan (i) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the “Bankruptcy Court”) shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement or any breach or default hereunder, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the The parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 6.4; provided that if the Bankruptcy Court closes the above-referenced case, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of any federal or state court located within the state and federal courts sitting in Xxxxx County, NevadaState of Colorado over any dispute arising out of or relating to this Agreement or any of the provisions contemplated hereby, and each party hereby irrevocably agrees that all claims in respect of such dispute or any appellate court from any thereofsuit, for the resolution of any action, or proceeding related thereto may be heard and determined in such claim or disputecourts. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each Party of the parties agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party of the parties hereby consents to process being served by the other Party any party to this Agreement in any suit, action action, or proceeding by delivery of a copy thereof in accordance with the provisions of Section 6.48.4. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTIONNotwithstanding the foregoing, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOFthe parties agree that, before either party may commence a lawsuit stating claims that arise out of or relate to (i) this Agreement, (ii) the Executive’s employment with the Company, and/or (iii) the termination of that employment (the “Claims”), the parties shall: (a) provide written notification to the other party, in accordance with Section 8.4 of the Agreement, specifically articulating each potential Claim and the facts in support of each such Claim (the “Notice”); and (b) negotiate in good faith for a minimum of 30 days after delivery of the Notice, or such longer period as the parties may in agree in writing, in order to attempt resolve the Claim(s) privately, amicably, and confidentially. The obligation to negotiate in good faith shall include at least one mediation session held in Denver, Colorado before a neutral party who is a member of the Judicial Arbiter Group (JAG). If the parties cannot agree to a neutral party who is a member of JAG within five business days after delivery of the Notice, the parties agree that JAG shall appoint a neutral party for the mediation. Each party may consult with counsel in connection with such negotiations, including at or in connection with any mediation session. If such negotiations do not result in a resolution, a party may commence a lawsuit stating only such Claim or Claims that were recited in the Notice and that have been subject to such good faith negotiations as required by this Section 8.8. The Company shall not be required to comply with this Section 8.8 prior to seeking injunctive relief for actual or threatened breaches of the Executive’s obligations under Section 6, or for actual or threatened breaches of the Executive’s duty of loyalty, or for actual or threatened theft or misappropriation of Trade Secrets.

Appears in 1 contract

Samples: Employment Agreement (Ciber Inc)

Submission to Jurisdiction; Consent to Service of Process. Without limiting a Party’s any party's right to appeal any order of the United States Bankruptcy Court, to Court for the extent required under the Plan (i) the bankruptcy court overseeing the bankruptcy case District of Station Casinos, Inc. and certain of its subsidiaries Delaware (the “Bankruptcy Court”), (a) shall the Bankruptcy Court will retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement or Agreement, any breach or default hereunder, and (iib) subject to any objections regarding the subject matter jurisdiction of the Bankruptcy Court and any objections to the constitutional authority of the Bankruptcy Court to enter a final order in a particular proceeding, any and all proceedings related to the foregoing shall will be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall will receive notices at such locations as indicated in Section 6.414.6 of the Purchase Agreement; provided provided, however, that if the Bankruptcy Court closes the above-referenced caseCases have closed or are not commenced, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction each of the state and federal courts parties (i) irrevocably agrees that all proceedings (whether in contract or tort, at law or in equity or otherwise) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement will be exclusively resolved in the United States District Court for the District of Delaware sitting in Xxxxx County, Nevada, New Castle County or the courts of the State of Delaware sitting in New Castle County and any appellate court from any thereof, (ii) irrevocably agrees that, to the fullest extent permitted by applicable law, service of process, summons, notice or document by registered mail addressed to them at their respective addresses provided in Section 14.6 of the Purchase Agreement will be effective service of process against it for the resolution of any such claim or dispute. The Parties hereby irrevocably waiveproceeding brought in any such court, and (iii) waives, to the fullest extent permitted by applicable law, any objection which they it may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such dispute brought proceeding in any such court or any defense of inconvenient forum for the maintenance of such disputecourt. Each Party of the parties agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party consents to process being served by the other Party in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 6.4. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOF.

Appears in 1 contract

Samples: Transition Services Agreement

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting a Partyany party’s right to appeal any order of the Bankruptcy Court, to the extent required under the Plan (i) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the “Bankruptcy Court”) Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement or Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court for such purposes and shall receive notices at such locations as indicated in Section 6.411.8 hereof; provided provided, however, that if the Bankruptcy Court closes Cases have been closed pursuant to section 350 of the above-referenced caseBankruptcy Code, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the state courts of the State of Delaware and of the federal courts sitting in Xxxxx County, Nevada, the State of Delaware and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each Party of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party consents to process being served by the other Party in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 6.4. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOFLaw.

Appears in 1 contract

Samples: Asset Purchase Agreement (GMX Resources Inc)

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Submission to Jurisdiction; Consent to Service of Process. Without limiting a Party’s right to appeal any order of the Bankruptcy Court, to the extent required under the Plan (i) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the “Bankruptcy Court”) shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement or any breach or default hereunder, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the The parties hereto hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 6.4; provided that if the Bankruptcy Court closes the above-referenced case, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) in any action or proceeding arising out of or relating to this Agreement, including in respect of the interpretation and federal courts sitting in Xxxxx County, Nevadaenforcement of the provisions of this Agreement and of the documents referred to herein, and in respect of the Transactions, and hereby waive, and agree not to assert, as a defense in any appellate court from any action, suit or proceeding for the interpretation or enforcement hereof or thereof, for that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the resolution of venue thereof may not be appropriate or that this Agreement or any such claim or dispute. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they document may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each Party agrees that a judgment in any such dispute may not be enforced in other jurisdictions or by suit on such courts, and the judgment or in any other manner provided by law. Each Party consents parties hereto irrevocably agree that all claims with respect to process being served by the other Party in any suit, such action or proceeding shall be heard and determined in such a Delaware Chancery Court or Delaware Federal court. The parties hereto hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 7.1 or in such other manner as may be permitted by delivery Applicable Law, shall be valid and sufficient service thereof. A party hereto may apply either to a court of competent jurisdiction or to an arbitrator, if one has been appointed, for prejudgment remedies and emergency relief pending final determination of a copy thereof in accordance with the provisions claim pursuant to this Section 7.6. The appointment of Section 6.4. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOFan arbitrator does not preclude a party hereto from seeking prejudgment remedies and emergency relief from a court of competent jurisdiction.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Applovin Corp)

Submission to Jurisdiction; Consent to Service of Process. Without limiting (a) Except with regard to agreements covenants and representations contained in Section 7.8 hereof, the parties agree that any controversy, claim or dispute arising out of or relating to or in connection with this Agreement, including, without limitation, any dispute regarding the breach, termination, enforceability or validity hereof (each, a Party’s right to appeal any order of the Bankruptcy Court, to the extent required under the Plan (i) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the Bankruptcy CourtDispute”) shall retain exclusive jurisdiction should be regarded as a business problem to enforce the terms of this Agreement and be resolved promptly through business-oriented negotiations before resorting to decide any claims or disputes which may arise or result from, or be connected with, this Agreement or any breach or default hereunder, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 6.4; provided that if the Bankruptcy Court closes the above-referenced case, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the state and federal courts sitting in Xxxxx County, Nevada, and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each Party agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party consents to process being served by the other Party in any suit, legal action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 6.411.2(b) hereof. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTIONThe parties therefore agree to attempt in good faith to resolve any Dispute promptly by negotiation between the executives of the parties who have authority to settle the Dispute. Such negotiations shall commence upon the mailing of a notice (the “Dispute Notice”) from the appropriate executive of the requesting party to an appropriate executive of the responding party. If the Dispute has not been resolved by these Persons within thirty (30) days of the date of the Dispute Notice, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOFunless the parties mutually agree in writing to a longer period, the Dispute shall be referred to the chief executive officer of each of Seller and Purchaser, for discussion and negotiation among them. In the event the Dispute has still not been resolved by negotiation within forty-five (45) days of the date of the Dispute Notice, then either party thereto may commence legal action in accordance with Section 11.2(b) hereof. All negotiations pursuant to this Section 11.2(a) shall be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence and shall not be used for, or admitted in, any arbitration or court proceedings under this Agreement. Nothing contained in this Section 11.2(a) shall preclude a party from seeking injunctive relief or other provisional remedy if the prerequisites to obtaining injunctive relief or other provisional remedy, including irreparable harm, are otherwise satisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Bell Industries Inc /New/)

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting a Party’s any party's right to appeal any order of the Bankruptcy Court, to the extent required under the Plan (i) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the “Bankruptcy Court”) Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement or Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 6.412.9 hereof; provided provided, however, that if the Bankruptcy Court closes the above-referenced caseCase has closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the state and federal courts United States District Court for the Southern District of New York sitting in Xxxxx CountyNew York County or the Commercial Division, Nevada, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each Party of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party consents to process being served by the other Party in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 6.4. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOFLaw.

Appears in 1 contract

Samples: Asset Purchase Agreement (Westpoint Stevens Inc)

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting a any Party’s right to appeal any order of the Bankruptcy Court, to the extent required under the Plan (i) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the “Bankruptcy Court”) Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement or Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties Parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 6.411.10; provided that if the Bankruptcy Court closes the above-referenced case, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the state and federal courts sitting in Xxxxx County, Nevada, and any appellate court from any thereof, for the resolution of any such claim or disputehereof. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each Party of the Parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party consents Notwithstanding the foregoing, if the Bankruptcy Case has closed, the Parties agree to process being served by the other Party submission to arbitration in Dallas, Texas and any suit, action such claims or proceeding by delivery of a copy thereof disputes shall be resolved in accordance with the provisions commercial arbitration rules of Section 6.4the American Arbitration Association then in effect by a single arbitrator mutually selected by the Parties. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOFAny judgment upon an award rendered by the arbitrator may be entered in any court having jurisdiction over the subject matter thereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (Wattles Mark J)

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting a Party’s any party's right to appeal any order of the Bankruptcy Court, to the extent required under the Plan (i) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the “Bankruptcy Court”) Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement or Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 6.413.7 hereof; provided provided, however, that if the Bankruptcy Court closes the above-referenced caseCase has closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the state and federal courts United States District Court for the Southern District of New York sitting in Xxxxx CountyNew York County or the Commercial Division, Nevada, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each Party of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party consents to process being served by the other Party in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 6.4. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOFLaw.

Appears in 1 contract

Samples: Asset Purchase Agreement (Twinlab Corp)

Submission to Jurisdiction; Consent to Service of Process. Without limiting a Party’s right to appeal any order of the Bankruptcy Court(a) Except for matters governed by Section 9.3(e), to the extent required under the Plan (i) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the “Bankruptcy Court”) shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement or any breach or default hereunder, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereto hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 6.4; provided that if the Bankruptcy Court closes the above-referenced case, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of any federal or state court located within the state State of Delaware over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and federal courts sitting in Xxxxx County, Nevada, and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties each party hereby irrevocably waiveagrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in such courts. Each party hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which they such party may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. EACH PARTY FURTHER HEREBY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) AND ANY OBJECTION WHICH SUCH PARTY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT BROUGHT IN THE AFOREMENTIONED COURTS. Each Party of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party consents to process being served by the other Party in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 6.4. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOF.

Appears in 1 contract

Samples: Acquisition Agreement (NextWave Wireless LLC)

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting a Party’s any party's right to appeal any order of the Bankruptcy Court, to the extent required under the Plan (i) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the “Bankruptcy Court”) Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement or Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 6.49.8 hereof; provided provided, however, that if the Bankruptcy Court closes the above-referenced caseCase has closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the state and federal courts United States District Court for the Southern District of New York sitting in Xxxxx CountyNew York County or the Commercial Division, Nevada, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each Party of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party consents to process being served by the other Party in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 6.4. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOF.

Appears in 1 contract

Samples: Bankruptcy Agreement

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting a Party’s any party's right to appeal any order of the Bankruptcy Court, to the extent required under the Plan (i) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the “Bankruptcy Court”) Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement or Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 6.412.7 hereof; provided provided, however, that if the Bankruptcy Court closes the above-referenced caseCase has closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the state and federal courts United States District Court for the Southern District of New York sitting in Xxxxx CountyNew York County or the Commercial Division, Nevada, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each Party of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party consents to process being served by the other Party in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 6.4. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOF.

Appears in 1 contract

Samples: Asset Purchase Agreement (Impath Inc)

Submission to Jurisdiction; Consent to Service of Process. Without limiting (a) The parties agree that any controversy, claim or dispute arising out of or relating to or in connection with this Agreement, including, without limitation, any dispute regarding the breach, termination, enforceability or validity hereof (each, a Party’s right to appeal any order of the Bankruptcy Court, to the extent required under the Plan (i) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the Bankruptcy CourtDispute”) shall retain exclusive jurisdiction should be regarded as a business problem to enforce the terms of this Agreement and be resolved promptly through business-oriented negotiations before resorting to decide any claims or disputes which may arise or result from, or be connected with, this Agreement or any breach or default hereunder, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 6.4; provided that if the Bankruptcy Court closes the above-referenced case, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the state and federal courts sitting in Xxxxx County, Nevada, and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each Party agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party consents to process being served by the other Party in any suit, legal action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 6.411.2(b) hereof. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTIONThe parties therefore agree to attempt in good faith to resolve any Dispute promptly by negotiation between the executives of the parties who have authority to settle the Dispute. Such negotiations shall commence upon the mailing of a notice (the “Dispute Notice”) from the appropriate executive of the requesting party to an appropriate executive of the responding party. If the Dispute has not been resolved by these Persons within thirty (30) days of the date of the Dispute Notice, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOFunless the parties mutually agree in writing to a longer period, the Dispute shall be referred to the chief executive officer of each of Seller and Purchaser, for discussion and negotiation among them. In the event the Dispute has still not been resolved by negotiation within forty-five (45) days of the date of the Dispute Notice, then either party thereto may commence legal action in accordance with Section 11.2(b) hereof. All negotiations pursuant to this Section 11.2(a) shall be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence and shall not be used for, or admitted in, any arbitration or court proceedings under this Agreement. Nothing contained in this Section 11.2(a) shall preclude a party from seeking injunctive relief if the prerequisites to obtaining injunctive relief, including irreparable harm, are otherwise satisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Bell Industries Inc /New/)

Submission to Jurisdiction; Consent to Service of Process. Without limiting a Partyany party’s right to appeal any order of the Bankruptcy Court, to the extent required under the Plan (i) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the “Bankruptcy Court”) Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement or Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 6.413.7 hereof; provided provided, however, that if the Bankruptcy Court closes the above-referenced caseCase has closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the state and federal courts United States District Court for the Southern District of New York sitting in Xxxxx CountyNew York County or the Commercial Division, Nevada, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each Party of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party of the parties hereto hereby consents to process being served by the other Party any party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 6.4. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOF13.7.

Appears in 1 contract

Samples: Asset Purchase Agreement

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting a any Party’s 's right to appeal any order Order of the Bankruptcy Court, to the extent required under the Plan (i) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the “Bankruptcy Court”) shall Court will retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes disputes, which may arise or result from, or be connected with, this Agreement or Agreement, any breach or default hereunder, or the Transactions, and (ii) any and all proceedings related to the foregoing shall will be filed and maintained only in the Bankruptcy Court, and the parties Parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court for such purposes and shall will receive notices at such locations as indicated in Section 6.412.8 hereof; provided provided, however, that if the Bankruptcy Court closes Case has been closed pursuant to Section 350 of the above-referenced caseBankruptcy Code, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the Delaware Court of Chancery and any state and federal courts sitting appellate court therefrom within the State of Delaware (or in Xxxxx County, Nevada, the event (but only in the event) that such court does not have subject matter jurisdiction over such Legal Proceeding in the United States District Court for the District of Delaware) and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each Party of the Parties agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party consents to process being served by the other Party in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 6.4. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOFLaw.

Appears in 1 contract

Samples: Asset Purchase Agreement (Westmoreland Resource Partners, LP)

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting a Party’s any party's right to appeal any order of the Bankruptcy Court, to the extent required under the Plan (i) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the “Bankruptcy Court”) Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement or Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 6.412.8 hereof; provided provided, however, that if the Bankruptcy Court closes the above-referenced caseCase has closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the state and federal courts United States District Court for the Southern District of New York sitting in Xxxxx CountyNew York County or the Commercial Division, Nevada, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each Party of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party consents to process being served by the other Party in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 6.4. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOF.

Appears in 1 contract

Samples: Asset Purchase Agreement (Westpoint Stevens Inc)

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting a Partyany party’s right to appeal any order Order of the Bankruptcy Court, to the extent required under the Plan (i) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the “Bankruptcy Court”) Court shall retain exclusive jurisdiction to enforce the terms of this Agreement hereof and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement or Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 6.412.9; provided provided, however, that if the Bankruptcy Court closes the above-referenced caseCase has not yet been commenced or has closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the state and federal courts United States District Court for the Southern District of New York sitting in Xxxxx CountyNew York County or the Commercial Division, Nevada, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each Party of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party consents to process being served by the other Party in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 6.4. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOF.

Appears in 1 contract

Samples: Asset Purchase Agreement (Macquarie Infrastructure CO LLC)

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting a Partyany party’s right to appeal any order of the Bankruptcy Court, to the extent required under the Plan (i) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the “Bankruptcy Court”) Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement or Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 6.49.8 hereof; provided provided, however, that if the Bankruptcy Court closes the above-referenced caseCase has closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the state and federal courts United States District Court for the Southern District of New York sitting in Xxxxx CountyNew York County or the Commercial Division, Nevada, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each Party of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party consents to process being served by the other Party in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 6.4. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOF.

Appears in 1 contract

Samples: Agreement (American Greetings Corp)

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting a Partyany party’s right to appeal any order Order of the Bankruptcy Court, to the extent required under the Plan (i) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the “Bankruptcy Court”) Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement or Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court for such purposes and shall receive notices at such locations as indicated in Section 6.413.8 hereof; provided provided, however, that if the Bankruptcy Court closes Cases have been closed pursuant to section 350 of the above-referenced caseBankruptcy Code, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the state courts of the State of New York and of the federal courts sitting in Xxxxx County, Nevada, the borough of Manhattan in the State of New York and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each Party of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party consents to process being served by the other Party in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 6.4. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOFXxx.

Appears in 1 contract

Samples: Purchase and Sale Agreement

Submission to Jurisdiction; Consent to Service of Process. Without limiting a Party’s right to appeal any order of the Bankruptcy Court, to the extent required under the Plan (ia) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the “Bankruptcy Court”) shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement or any breach or default hereunder, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the The parties hereto hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 6.4; provided that if the Bankruptcy Court closes the above-referenced case, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the state and Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal courts sitting in Xxxxx County, Nevadacourt within the State of Delaware), and hereby waive, and agree not to assert, as a defense in any appellate court from any action, suit or proceeding for the interpretation or enforcement hereof or thereof, for that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the resolution of venue thereof may not be appropriate or that this Agreement or any such claim document may not be enforced in or dispute. The Parties hereby by such courts, and the parties hereto irrevocably waive, agree that all claims with respect to the fullest extent permitted by applicable law, any objection which they may now such action or hereafter have to the laying of venue of any such dispute brought proceeding shall be heard and determined in such court or (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any defense federal court within the State of inconvenient forum for Delaware). The parties hereto hereby consent to and grant any such court jurisdiction over the maintenance person of such dispute. Each Party agrees parties and over the subject matter of such dispute and agree that a judgment mailing of process or other papers in connection with any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party consents to process being served by the other Party in any suit, action or proceeding in the manner provided in Section 9.2 or in such other manner as may be permitted by delivery Applicable Law, shall be valid and sufficient service thereof. With respect to any particular action, suit or proceeding, venue shall lie solely with the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). A party hereto may apply to a court of competent jurisdiction for prejudgment remedies and emergency relief pending final determination of a copy thereof in accordance with the provisions of claim pursuant to this Section 6.4. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOF9.11.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Logiq, Inc.)

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting a any Party’s right to appeal any order of the Bankruptcy Court, to the extent required under the Plan (i) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the “Bankruptcy Court”) Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement or Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties Parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 6.413.7 hereof; provided provided, however, that if the Bankruptcy Court closes the above-referenced caseCase has closed, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the state and federal courts United States District Court for the Southern District of New York sitting in Xxxxx CountyNew York County or the Commercial Division, Nevada, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each Party of the Parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party consents to process being served by the other Party in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 6.4. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOF.

Appears in 1 contract

Samples: Asset Purchase Agreement (Foot Locker Inc)

Submission to Jurisdiction; Consent to Service of Process. Without limiting a Party’s right (a) Sweet hereby irrevocably agrees that any lawsuit commenced by Sweet against the Company or MC in connection with any dispute arising out of or relating to appeal any order of the Bankruptcy Court, to the extent required under the Plan (i) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the “Bankruptcy Court”) shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement or any breach or default hereunderof the transactions contemplated hereby (each, and (iia "Sweet Lawsuit") any and all proceedings related to the foregoing shall be filed and maintained only brought by Sweet solely in a federal or state court located within the Bankruptcy CourtCounty of New York, and State of New York, and, in connection with each Sweet Lawsuit, each of the parties hereby consent hereto irrevocably agrees to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 6.4; provided that if the Bankruptcy Court closes the above-referenced case, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of any federal or state court located within the state County of New York, State of New York and federal courts sitting in Xxxxx County, Nevada, and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties hereby irrevocably agrees to waive, to the fullest extent permitted by applicable law, any objection which they it may now or hereafter have to the laying of venue of any such dispute Sweet Lawsuit brought in such court or any defense of inconvenient forum for the maintenance of such disputeSweet Lawsuit in such court. Each Party of the Company and MC hereby irrevocably agrees that any lawsuit commenced by the Company or MC against Sweet in connection with any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby (each, a "Company Lawsuit") shall be brought by the Company or MC, as the case may be, solely in a federal or state court located within the County of Los Angeles, State of California, and, in connection with each Company Lawsuit, each of the parties hereto irrevocably agrees to submit to the exclusive jurisdiction of any federal or state court located within the County of Los Angeles, State of California and irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any Company Lawsuit brought in such court or any defense of inconvenient forum for the maintenance of such Company Lawsuit in such court. Each of the parties hereto agrees that a judgment in any such dispute Sweet Lawsuit or Company Lawsuit may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party consents to process being served by the other Party in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 6.4. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOF.

Appears in 1 contract

Samples: Equity Acquisition (Candies Inc)

Submission to Jurisdiction; Consent to Service of Process. Without limiting a Party’s right to appeal any order of the Bankruptcy Court, to the extent required under the Plan (i) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the “Bankruptcy Court”) shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement or any breach or default hereunder, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the The parties hereto hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 6.4; provided that if the Bankruptcy Court closes the above-referenced case, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) in any action or proceeding arising out of or relating to this Agreement, including in respect of the interpretation and federal courts sitting in Xxxxx County, Nevadaenforcement of the provisions of this Agreement and of the documents referred to herein, and in respect of the Transactions, and hereby waive, and agree not to assert, as a defense in any appellate court from any action, suit or proceeding for the interpretation or enforcement hereof or thereof, for that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the resolution of venue thereof may not be appropriate or that this Agreement or any such claim or dispute. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they document may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each Party agrees that a judgment in any such dispute may not be enforced in other jurisdictions or by suit on such courts, and the judgment or in any other manner provided by law. Each Party consents parties hereto irrevocably agree that all claims with respect to process being served by the other Party in any suit, such action or proceeding shall be heard and determined in such a Delaware Chancery Court or Delaware Federal court. The parties hereto hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.2 or in such other manner as may be permitted by delivery Applicable Law, shall be valid and sufficient service thereof. A party hereto may apply either to a court of competent jurisdiction or to an arbitrator, if one has been appointed, for prejudgment remedies and emergency relief pending final determination of a copy thereof in accordance with the provisions claim pursuant to this Section 8.11. The appointment of Section 6.4. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOFan arbitrator does not preclude a party hereto from seeking prejudgment remedies and emergency relief from a court of competent jurisdiction.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Applovin Corp)

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