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 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 state courts in the State of New York, this being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of the Parties: (i) consents to submit itself to the personal jurisdiction of the state courts of the State of New York in the event any dispute arises out of this Agreement or any transaction contemplated hereby; (ii) agrees that it will not attempt to deny or defeat personal jurisdiction by motion or other request for leave from any such court; (iii) waives any right to trial by jury with respect to any action related to or arising out of this Agreement or any transaction contemplated hereby; and (iv) irrevocably and unconditionally waives (and agrees not to plead or claim) any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in any New York State court or any Federal Court of the United States of America sitting in New York City, New York.

Appears in 2 contracts

Samples: Voting and Support Agreement (Document Security Systems Inc), Voting and Support Agreement (Document Security Systems Inc)

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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 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 state and federal courts sitting in New York County in the State of New York, this being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of the Parties: (i) consents to submit itself to the personal jurisdiction of the state and federal courts of the State of New York sitting in New York County in the event any dispute arises out of this Agreement or any transaction contemplated hereby; (ii) agrees that it will not attempt to deny or defeat personal jurisdiction by motion or other request for leave from any such court; (iii) waives any right to trial by jury with respect to any action related to or arising out of this Agreement or any transaction contemplated hereby; and (iv) irrevocably and unconditionally waives (and agrees not to plead or claim) any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in any New York State court state or any Federal Court of the United States of America federal courts sitting in New York CityCounty, New York.

Appears in 2 contracts

Samples: Voting and Support Agreement (National Holdings Corp), Voting and Support Agreement (Gilman Ciocia, Inc.)

Specific Performance; Jurisdiction. (a) 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 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 state courts 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 New YorkDelaware, this being in addition to any other remedy to which they are such party is entitled at law or in equity. In addition, each of the Parties: parties hereto (i) consents to submit itself to the personal jurisdiction of the state courts Court of Chancery of the State of New York 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 transaction of the transactions contemplated hereby; 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) waives any right to trial by jury with respect to agrees that it will not bring any action related or proceeding relating to or arising out of this Agreement or any transaction contemplated hereby; and (iv) irrevocably and unconditionally waives (and agrees not to plead or claim) any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby by this Agreement in any New York 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 or any Federal Court of the United States located in the State of America sitting in New York City, New YorkDelaware.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Glaxosmithkline PLC), Agreement and Plan of Merger (Sirtris Pharmaceuticals, Inc.)

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 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 state courts in of the State of New York, this being in addition to any other remedy to which they are such party is entitled at law or in equityequity (except as otherwise provided in Section 10.03). In addition, each of the Parties: parties hereto (ia) consents to submit itself to the personal jurisdiction of the state courts of the State of New York (and, with respect to claims in which the exclusive subject matter jurisdiction of such claims is federal, the federal district court for the Southern District of New York located in New York County in the State of New York) in the event any dispute arises out of this Agreement or any transaction of the transactions contemplated hereby; 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) waives any right to trial by jury with respect to agrees that it will not bring any action related relating to or arising out of this Agreement or any transaction contemplated hereby; and (iv) irrevocably and unconditionally waives (and agrees not to plead or claim) any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby by this Agreement in any New York State court or any Federal Court of other court, and (d) to the United States of America sitting fullest extent permitted by Law, consents to service being made through the notice procedures set forth in New York City, New YorkSection 12.02.

Appears in 1 contract

Samples: Asset Purchase Agreement (Polyone Corp)

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Specific Performance; Jurisdiction. The Parties parties hereto agree that irreparable damage would occur in the event that any of the provisions of contained in this Agreement were not performed in accordance with their its specific terms or were was otherwise breached. It is accordingly agreed that the Parties 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 thereof in the United States District Court for the Eastern District of New York or in any state courts court in the State of New York, this being in addition to any other remedy to which they are 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 United States District Court for the Eastern Table of Contents District of New York or of any state courts of court located in the State of New York in the event any dispute arises out of this Agreement or any transaction the transactions contemplated hereby; 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; court and (iiic) waives any right to trial by jury with respect to agrees that it will not bring any action related relating to or arising out of this Agreement or any transaction contemplated hereby; and (iv) irrevocably and unconditionally waives (and agrees not to plead or claim) any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby by this Agreement in any court other United States District Court for the Eastern District of New York or a state court located in the State court or any Federal Court of the United States of America sitting in New York City, New York.. Table of Contents

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bridge Bancorp Inc)

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