Common use of Venue for Resolution of Disputes Clause in Contracts

Venue for Resolution of Disputes. Each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement and the transactions contained hereby, whether in tort or contract or at law or in equity, exclusively, in the Court of Chancery in the State of Delaware (the “Delaware Court of Chancery”) and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court sitting within the State of Delaware), and (a) irrevocably submits to the exclusive jurisdiction of such courts, (b) waives any objection to laying venue in any such action or proceeding in such courts, (c) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party hereto, and (d) agrees that service of process upon such party in any such action or proceeding shall be effective if Notice is given in accordance with Section 5.02 of this Agreement. Each party hereto further hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in such courts, and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum or that such party is not subject to personal jurisdiction in such court.

Appears in 3 contracts

Samples: Stockholders Agreement (Asac Ii Lp), Stockholders Agreement (Activision Blizzard, Inc.), Stock Purchase Agreement (Activision Blizzard, Inc.)

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Venue for Resolution of Disputes. Each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement the Transaction Documents and the transactions contained herebycontemplated thereby, whether in tort or contract or at law or in equity, exclusively, in the United States District Court for the Southern District of New York or the Supreme Court of Chancery in the State of Delaware (New York for the “Delaware Court County of Chancery”) and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court sitting within the State of Delaware)New York, and (a1) irrevocably submits to the exclusive jurisdiction of such courts, (b2) waives any objection to laying venue in any such action or proceeding in such courts, (c3) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party hereto, hereto and (d4) agrees that service of process upon such party in any such action or proceeding shall be effective if Notice notice is given in accordance with Section 5.02 8.07 of this Agreement. Each party hereto further hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement the Transaction Documents or the transactions contemplated hereby thereby in such courts, and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum or that such party is not subject to personal jurisdiction in such court. [Next page is a signature page.]

Appears in 2 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (PNC Financial Services Group Inc)

Venue for Resolution of Disputes. Each party Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement and the transactions contained contemplated hereby, whether in tort or contract or at law or in equity, exclusively, exclusively in the United States District Court for the Southern District of New York or the Supreme Court of Chancery in the State of Delaware (New York for the “Delaware Court County of Chancery”) and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court sitting within the State of Delaware)New York, and (a) irrevocably submits to the exclusive jurisdiction of such courts, (b) waives any objection to laying venue in any such action or proceeding in such courts, (c) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party hereto, Party hereto and (d) agrees that service of process upon such party Party in any such action or proceeding shall be effective if Notice is given in accordance with Section 5.02 11.06 of this Agreement. Each party Party hereto further hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in such courts, and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum or that such party Party is not subject to personal jurisdiction in such court.. [signature pages follow]

Appears in 1 contract

Samples: Stock Purchase Agreement (Newtek Business Services Corp.)

Venue for Resolution of Disputes. Each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement and the transactions contained hereby, whether in tort or contract or at law or in equity, exclusively, in the United States District Court for the Southern District of New York or the Supreme Court of Chancery in the State of Delaware (New York for the “Delaware Court County of Chancery”) and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court sitting within the State of Delaware)New York, and (a) irrevocably submits to the exclusive jurisdiction of such courts, (b) waives any objection to laying venue in any such action or proceeding in such courts, (c) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party hereto, hereto and (d) agrees that service of process upon such party in any such action or proceeding shall be effective if Notice is given in accordance with Section 5.02 of this Agreement. Each party hereto further hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in such courts, and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum or that such party is not subject to personal jurisdiction in such court.

Appears in 1 contract

Samples: Registration Rights Agreement (Williams Partners L.P.)

Venue for Resolution of Disputes. Each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement the Transaction Documents and the transactions contained herebyTransactions, whether in tort or contract Contract or at law or in equity, exclusively, in the Delaware Court of Chancery in the State of Delaware (the “Delaware Court of Chancery”) and any state appellate court therefrom within the State of Delaware (or, if unless the Delaware Court of Chancery declines shall decline to accept jurisdiction over a particular matter, in which case, in any federal court sitting within the State of Delaware), and Delaware)and (a) irrevocably submits to the exclusive jurisdiction of such courtscourt, (b) waives any objection to laying venue in any such action or proceeding in such courtscourt, (c) waives any objection that such courts are court is an inconvenient forum or do does not have jurisdiction over any party hereto, hereto and (d) agrees that service of process upon such party in any such action or proceeding shall be effective if Notice notice is given in accordance with Section 5.02 8.08 of this Agreement. Each party hereto further hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement the Transaction Documents or the transactions contemplated hereby Transactions in such courtscourt, and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum or that such party is not subject to personal jurisdiction in such court.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cit Group Inc)

Venue for Resolution of Disputes. Each party Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement and the transactions contained contemplated hereby, whether in tort or contract or at law or in equity, exclusively, in the United States District Court for the Southern District of New York or the Supreme Court of Chancery in the State of Delaware (New York for the “Delaware Court County of Chancery”) and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court sitting within the State of Delaware)New York, and (a) irrevocably submits to the exclusive jurisdiction of such courts, (b) waives any objection to laying venue in any such action or proceeding in such courts, (c) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party hereto, Party hereto and (d) agrees that service of process upon such party Party in any such action or proceeding shall be effective if Notice is given in accordance with Section 5.02 10.05 of this Agreement. Each party Party hereto further hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in such courts, and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum or that such party Party is not subject to personal jurisdiction in such court. [Next page is a signature page.]

Appears in 1 contract

Samples: Share Purchase Agreement (Bank of Nova Scotia /)

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Venue for Resolution of Disputes. Each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement and the transactions contained hereby, whether in tort or contract or at law or in equity, exclusively, in the United States District Court for the Southern District of New York or the Supreme Court of Chancery in the State of Delaware (New York for the “Delaware Court County of Chancery”) and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court sitting within the State of Delaware)New York, and (a) irrevocably submits to the exclusive jurisdiction of such courts, (b) waives any objection to laying venue in any such action or proceeding in such courts, (c) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party hereto, hereto and (d) agrees that service of process upon such party in any such action or proceeding shall be effective if Notice is given in accordance with Section 5.02 7.02 of this Agreement. Each party hereto further hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in such courts, and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum or that such party is not subject to personal jurisdiction in such court.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Capital One Financial Corp)

Venue for Resolution of Disputes. Each party Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement and the transactions contained hereby, whether in tort or contract or at law or in equity, exclusively, in the United States District Court for the Southern District of New York or the Supreme Court of Chancery in the State of Delaware (New York for the “Delaware Court County of Chancery”) and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court sitting within the State of Delaware)New York, and (ai) irrevocably submits to the exclusive jurisdiction of such courts, (bii) waives any objection to laying venue in any such action or proceeding in such courts, (ciii) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party hereto, Party hereto and (div) agrees that service of process upon such party Party in any such action or proceeding shall be effective if Notice is given in accordance with Section 5.02 10.05 of this Agreement. Each party Party hereto further hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in such courts, and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum or that such party Party is not subject to personal jurisdiction in such court.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Capital One Financial Corp)

Venue for Resolution of Disputes. Each party Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement the Transaction Documents and the transactions contained herebycontemplated thereby, whether in tort or contract or at law or in equity, exclusively, in the United States District Court for the Southern District of Chancery in the State of Delaware (the “Delaware Court of Chancery”) and any state appellate court therefrom within the State of Delaware New York (or, if such court does not have jurisdiction over such action or proceeding, the Delaware Supreme Court of Chancery declines to accept jurisdiction over a particular matter, any federal court sitting within the State of DelawareNew York for the County of New York), and (a1) irrevocably submits to the exclusive jurisdiction of such courts, (b2) waives any objection to laying venue in any such action or proceeding in such courts, courts and (c3) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party Party hereto, and (d) agrees that service of process upon such party in any such action or proceeding shall be effective if Notice is given in accordance with Section 5.02 of this Agreement. Each party Party hereto further hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement the Transaction Documents or the transactions contemplated hereby thereby in such courts, and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum or that such party Party is not subject to personal jurisdiction in such court.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ofg Bancorp)

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