Common use of Submission to Jurisdiction; Service Clause in Contracts

Submission to Jurisdiction; Service. Each party to this Agreement (a) irrevocably and unconditionally submits to the personal jurisdiction of the Chosen Courts (as defined below), (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that any action or proceeding arising out of or relating to this Agreement or the Transactions shall be brought, tried and determined only in 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 state or federal court within the State of Delaware) (the “Chosen Courts”), (d) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum, and (e) agrees that it will not bring any action arising out of or relating to this Agreement or the Transactions in any court other than the Chosen Courts. The parties to this Agreement agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.7 or in such other manner as may be permitted by applicable Law, shall be valid and sufficient service thereof. Notwithstanding the foregoing, each Seller Related Party and each of the other parties hereto (a) agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources or their respective Non-Party Affiliates in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Financing or the performance thereof or the transactions contemplated thereby, in any forum other than exclusively in the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof), (b) submits for itself and its property with respect to any such action to the exclusive jurisdiction of such courts, (c) agrees that service of process, summons, notice or document by registered mail addressed to it at its address provided in Section 8.7 shall be effective service of process against it for any such action brought in any such court, (d) waives and hereby irrevocably waives, to the fullest extent permitted by law, any objection which 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 action in any such court and (e) agrees that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Submission to Jurisdiction; Service. Each party to this Agreement (a) To the fullest extent permitted by applicable Law, each of Parent, the Company, Merger Sub, Relevant Parent Insiders and the Relevant Company Insiders hereby irrevocably and unconditionally submits submits, for itself, himself or herself and its, his or her property, to the personal exclusive jurisdiction of the Chosen Courts Court of Chancery of the State of Delaware or, to the extent that the Court of Chancery of the State of Delaware is found to lack jurisdiction, then the Superior Court of the State of Delaware or, to the extent that both of the aforesaid courts are found to lack jurisdiction, then the United States District Court of the District of Delaware (as defined belowcollectively with any appellate courts thereof, the “Courts”), (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from in any such courtaction, (c) agrees that any action suit or proceeding directly or indirectly arising out of or relating to this Agreement or the Transactions shall be broughtor to interpret, tried and determined only in 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 state apply or federal court within the State of Delaware) (the “Chosen Courts”), (d) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum, and (e) agrees that it will not bring any action arising out of or relating to enforce this Agreement or the Transactions in or for recognition or enforcement of any court other than the Chosen Courts. The parties to this Agreement agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.7 or in such other manner as may be permitted by applicable Lawjudgment relating thereto, shall be valid and sufficient service thereof. Notwithstanding the foregoing, each Seller Related Party and each of Parent, the other parties hereto Company, Merger Sub, Relevant Parent Insiders and the Relevant Company Insiders hereby irrevocably and unconditionally (a) agrees that it will not bring or support to commence any such action, cause of action, claim, cross-claim suit or third-party claim of any kind or description, whether proceeding except in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources or their respective Non-Party Affiliates in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Financing or the performance thereof or the transactions contemplated thereby, in any forum other than exclusively in the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof)such Courts, (b) submits for itself and its property with agrees that any claim in respect to of any such action to the exclusive jurisdiction of action, suit or proceeding may be heard and determined in such courtsCourts, (c) agrees that service of process, summons, notice or document by registered mail addressed to it at its address provided in Section 8.7 shall be effective service of process against it for any such action brought in any such court, (d) waives and hereby irrevocably waives, to the fullest extent permitted by law, any objection which it it, he or sha may now or hereafter have to the laying of venue ofof any such action, suit or proceeding in such Courts and (d) waives the defense of an inconvenient forum to the maintenance of, of any such action action, suit or proceeding in any such court Courts. To the fullest extent permitted by applicable Law, each of Parent, the Company, Merger Sub, Relevant Parent Insiders and (e) the Relevant Company Insiders agrees that a final judgment in any such action action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by action, suit or proceeding on the judgment or in any other manner provided by lawLaw. Each of Parent, the Company, Merger Sub, Relevant Parent Insiders and the Relevant Company Insiders irrevocably consents to service of process in the manner provided for notices in Section 9.07 or in any other manner permitted by applicable Law.

Submission to Jurisdiction; Service. (a) Each party to this Agreement (ai) irrevocably and unconditionally submits to the personal jurisdiction of the Chosen Courts (as defined below)federal courts of the United States of America located in the State of Delaware and the Court of Chancery of the State of Delaware, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (ciii) agrees that any action actions or proceeding proceedings arising out of or relating to in connection with this Agreement or the Transactions transactions contemplated by this Agreement against any party hereto or any Company Related Parties or Parent Related Parties (other than the Lenders and the Debt Financing Parties) shall be brought, tried and determined only in the Delaware Court of Chancery of the State of Delaware (or, only if the Delaware Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) (the “Chosen Courts”), (div) waives any claim of improper venue or any claim that the Chosen Courts those courts are an inconvenient forum, forum and (ev) agrees that it will not bring any action arising out of or relating to this Agreement or the Transactions transactions contemplated by this Agreement against any party hereto or any Company Related Parties or Parent Related Parties (other than the Lenders and the Debt Financing Parties) in any court other than the Chosen Courtsaforesaid courts, except to the extent that all such courts shall lawfully decline to exercise such jurisdiction and except that any party may seek to enforce or implement any Order obtained in any such courts or in any other court of competent jurisdiction. The parties to this Agreement agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.7 or in such other manner as may be permitted by applicable Law, shall be valid and sufficient service thereof. Notwithstanding the foregoing, each Seller Related Party and each of the other parties hereto (a) agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources or their respective Non-Party Affiliates in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Financing or the performance thereof or the transactions contemplated thereby, in any forum other than exclusively in the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof), (b) submits for itself and its property with respect to any such action to the exclusive jurisdiction of such courts, (c) agrees that service of process, summons, notice or document by registered mail addressed to it at its address provided in Section 8.7 shall be effective service of process against it for any such action brought in any such court, (d) waives and hereby irrevocably waives, to the fullest extent permitted by law, any objection which 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 action in any such court and (e) agrees that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Submission to Jurisdiction; Service. (a) Each party to of this Agreement (ai) irrevocably and unconditionally submits to the personal jurisdiction of the Court of Chancery of the State of Delaware (or, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the District of Delaware, or if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Courts (as defined belowCourts”), (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such courtChosen Court, (ciii) agrees that any action or proceeding Legal Actions arising out of in connection with or relating to this Agreement or the Transactions shall be brought, tried and determined only in 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 state or federal court within the State of Delaware) (the “Chosen Courts”), (div) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum, forum and (ev) agrees that it will not bring any action arising out of or Legal Action relating to this Agreement or the Transactions in any court other than the Chosen Courts. The parties Each party to this Agreement agree that mailing hereby irrevocably and unconditionally waives, and agrees not to assert, by way of process motion or other papers in connection with any such action or proceeding in the manner provided in Section 8.7 or in such other manner as may be permitted by applicable Lawa defense, shall be valid and sufficient service thereof. Notwithstanding the foregoing, each Seller Related Party and each of the other parties hereto (a) agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort counterclaim or otherwise, against the Financing Sources or their respective Non-Party Affiliates in any way Legal Action arising out of or relating to this Agreement or the Transactions: (A) any claim that such party is not personally subject to the jurisdiction of the transactions contemplated by this Agreement, including Chosen Courts as described herein for any dispute arising out of reason; (B) that it or relating in any way to the Financing or the performance thereof or the transactions contemplated thereby, in any forum other than exclusively in the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof), (b) submits for itself and its property with respect to is exempt or immune from jurisdiction of any such action to the exclusive jurisdiction of Chosen Court or from any legal process commenced in such courts, courts (c) agrees that whether through service of process, summonsattachment prior to judgment, notice attachment Table of Contents in aid of execution of judgment, execution of judgment or document by registered mail addressed to it at its address provided in Section 8.7 shall be effective service of process against it for any such action brought in any such court, otherwise); and (dC) waives and hereby irrevocably waives, to that (x) the fullest extent permitted by law, any objection which 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 action Legal Action in any such court and is brought in an inconvenient forum, (ey) agrees that a final judgment in any the venue of such action shall be conclusive and Legal Action is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by lawsuch Chosen Courts.