Common use of Specific Performance; Jurisdiction Clause in Contracts

Specific Performance; Jurisdiction. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties may be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware, this being in addition to any other remedy to which such party is entitled at law or in equity. In addition, each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware and (iv) consents to service being made through the notice procedures set forth in Section 7.7. Each of Parent and the Stockholders hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 7.7 shall be effective service of process for any Proceeding in connection with this Agreement or the transactions contemplated hereby.

Specific Performance; Jurisdiction. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties may shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware or, if under applicable law Law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware, this being in addition to any other remedy to which such party is entitled at law or in equity. In addition, each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (iii) agrees that it will not bring any action or proceeding relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware and (iv) consents Delaware; provided, that nothing in this Section 9.10 shall prevent any party from bringing an action or proceeding in any jurisdiction to service being made through the notice procedures set forth in Section 7.7. Each of Parent and the Stockholders hereby agrees that service enforce any judgment of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 7.7 shall be effective service of process for any Proceeding in connection with this Agreement or the transactions contemplated herebysuch court.

Specific Performance; Jurisdiction. The parties Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties may Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware, this being in addition to any other remedy to which such party Party is entitled at law or in equity. In addition, each of the parties Parties hereto (ia) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (iib) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iiic) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware and (ivd) consents to service being made through the notice procedures set forth in Section 7.76.5. Each of Parent the Stockholder and the Stockholders Company hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 7.7 6.5 shall be effective service of process for any Proceeding proceeding in connection with this Agreement or the transactions contemplated hereby.

Specific Performance; Jurisdiction. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties may shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware, this being in addition to any other remedy to which such party is entitled at law or in equity. In addition, each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware and (iv) consents to service being made through the notice procedures set forth in Section 7.79.2. Each of the Company, Parent and the Stockholders Merger Sub hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 7.7 9.2 shall be effective service of process for any Proceeding suit or proceeding in connection with this Agreement or the transactions contemplated hereby.. SECTION 9.11

Specific Performance; Jurisdiction. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties Therefore, in addition to any other right or remedy to which any party may be entitled at law or in equity, the obligations of the Sellers under this Agreement, including the Sellers’ obligation to an injunction or injunctions sell the Transferred Interests to prevent breaches the Acquiror, and the Acquiror’s obligation to purchase and acquire the Transferred Interests from the Sellers, in each case at the Closing, and the Sellers’ obligations under Section 6.2, shall be enforceable by a decree of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery specific performance issued by a court of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the New York or of a federal courts, any court of the United States located sitting in the State and County of DelawareNew York, and appropriate injunctive relief may be applied for and granted in connection therewith, this being in addition to any other remedy to which such party is entitled at law or in equity. In addition, each of the parties hereto (i) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery courts of the State of Delaware or any court New York and of the United States located federal courts sitting in the State and County of Delaware New York in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any action Action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Court of Chancery courts of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in New York and the federal courts, any court of the United States located courts sitting in the State and County of Delaware New York and (iv) consents to service being made through the notice procedures set forth in Section 7.78.2. Each of Parent the Sellers’ Representative, the Sellers, the Company and the Stockholders Acquiror hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 7.7 8.2 shall be effective service of process for any Proceeding suit or proceeding in connection with this Agreement or the transactions contemplated hereby.. SECTION 8.11

Specific Performance; Jurisdiction. The parties Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties may Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware or, if under applicable law Law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware, this being in addition to any other remedy to which such party Party is entitled at law or in equity. In addition, each of the parties Parties hereto (ia) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (iib) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iiic) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware or, if under applicable law Law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware and (ivd) consents to service being made through the notice procedures set forth in Section 7.77.5. Each of Parent the Stockholder, Parent, Intermediate Sub and the Stockholders Merger Sub hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 7.7 7.5 shall be effective service of process for any Proceeding proceeding in connection with this Agreement or the transactions contemplated hereby.

Specific Performance; Jurisdiction. The parties Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties may Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware, this being in addition to any other remedy to which such party Party is entitled at law or in equity. In addition, each of the parties Parties hereto (ia) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (iib) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iiic) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware and (ivd) consents to service being made through the notice procedures set forth in Section 7.77.4. Each of the Stockholders, Parent and the Stockholders Sub hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 7.7 7.4 shall be effective service of process for any Proceeding proceeding in connection with this Agreement or the transactions contemplated hereby.

Specific Performance; Jurisdiction. The parties Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties may Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware, this being in addition to any other remedy to which such party Party is entitled at law or in equity. In addition, each of the parties Parties hereto (ia) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (iib) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iiic) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware and (ivd) consents to service being made through the notice procedures set forth in Section 7.77.5. Each of Parent the Stockholder and the Stockholders Company hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 7.7 7.5 shall be effective service of process for any Proceeding proceeding in connection with this Agreement or the transactions contemplated hereby.

Specific Performance; Jurisdiction. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties Therefore, in addition to any other right or remedy to which any party may be entitled at law or in equity, the obligations of the Sellers under this Agreement, including the Sellers’ obligation to an injunction or injunctions sell the Transferred Interests to prevent breaches the Acquiror, and the Acquiror’s obligation to purchase and acquire the Transferred Interests from the Sellers, in each case at the Closing, and the Sellers’ obligations under Section 6.2, shall be enforceable by a decree of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery specific performance issued by a court of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the New York or of a federal courts, any court of the United States located sitting in the State and County of DelawareNew York, and appropriate injunctive relief may be applied for and granted in connection therewith, this being in addition to any other remedy to which such party is entitled at law or in equity. In addition, each of the parties hereto (i) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery courts of the State of Delaware or any court New York and of the United States located federal courts sitting in the State and County of Delaware New York in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any action Action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Court of Chancery courts of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in New York and the federal courts, any court of the United States located courts sitting in the State and County of Delaware New York and (iv) consents to service being made through the notice procedures set forth in Section 7.78.2. Each of Parent the Sellers’ Representative, the Sellers, the Company and the Stockholders Acquiror hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 7.7 8.2 shall be effective service of process for any Proceeding suit or proceeding in connection with this Agreement or the transactions contemplated hereby.

Specific Performance; Jurisdiction. The parties Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties may Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over jurisdictionover such matter is vested in the federal courts, any court of the United States located in the State of Delaware, this being in addition to any other remedy to which such party Party is entitled at law or in equity. In addition, each of the parties Parties hereto (i) consents a)consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (iib) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iiic) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the inthe State of Delaware and (ivd) consents to service being made through the notice procedures set forth in Section 7.77.5. Each of the Shareholder and Parent and the Stockholders hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 7.7 7.5 shall be effective service of process for any Proceeding proceeding in connection with this Agreement or the transactions contemplated hereby.