Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the parties hereto agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached (or any party hereto threatens such a breach). It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto 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 they are entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties hereto (i) irrevocably submits 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 9.2. Each of the Company, Parent and 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 9.2 shall be effective service of process for any Proceeding in connection with this Agreement or the transactions contemplated hereby.
Appears in 6 contracts
Sources: Merger Agreement (Merge Healthcare Inc), Merger Agreement (Abbott Laboratories), Merger Agreement (Bio Imaging Technologies Inc)
Specific Performance; Jurisdiction. Notwithstanding any other provision The Parties understand and agree that the covenants and agreements on each of this their parts herein contained are uniquely related to the desire of the Parties and their respective Affiliates to consummate the Transactions (within the meaning of the Separation Agreement), that the parties hereto Transactions (within the meaning of the Separation Agreement) are a unique business opportunity at a unique time for each of Entergy and ITC and their respective Affiliates, and further agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case occur in the event that any of the provisions provision of this Agreement were not performed in accordance with their its specific terms or were otherwise breached (or any party hereto threatens and further agree that, although monetary damages may be available for the breach of such a breach)covenants and agreements, monetary damages would be an inadequate remedy therefor. It is accordingly agreed that, in addition to any other remedy that in may be available to it, including monetary damages, each of the event of a breach or threatened breach of this Agreement, the other parties hereto 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 exclusively in the Delaware Court of Chancery of and any state appellate court therefrom within the State of Delaware (or, if under applicable law exclusive the Delaware Court of Chancery declines to accept jurisdiction over such matter is vested in the federal courtsa particular matter, any state or federal court of the United States located in within the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity). Each party hereto irrevocably of the Parties further agrees that no Party shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 11.3 and each Party waives any defenses based on adequacy objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any other remedy, whether at law such bond or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party heretosimilar instrument. In addition, each of the parties hereto Parties irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any Party or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (i) or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, 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) aforesaid courts and 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 aforesaid 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 9.2. Each of the CompanyParties hereby irrevocably waives, Parent and Merger Sub hereby agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 11.3, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of any processnotice, summonsattachment prior to judgment, notice attachment in aid of execution of judgment, execution of judgment or document by U.S. registered mail otherwise) and (c) to the respective addresses set forth fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in Section 9.2 shall be effective service such court is brought in an inconvenient forum, (ii) the venue of process for any Proceeding in connection with such suit, action or proceeding is improper or (iii) this Agreement Agreement, or the transactions contemplated herebysubject matter hereof, may not be enforced in or by such courts.
Appears in 4 contracts
Sources: Employee Matters Agreement, Separation Agreement, Employee Matters Agreement (Entergy Texas, Inc.)
Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the parties hereto The Parties agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case 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 (or any party hereto threatens such a breach)breached. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto 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 they are such Party is entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties Parties hereto (ia) irrevocably submits 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 9.27.5. Each of the Company, Shareholder and Parent and 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 9.2 7.5 shall be effective service of process for any Proceeding proceeding in connection with this Agreement or the transactions contemplated hereby.
Appears in 4 contracts
Sources: Voting and Support Agreement (Employers Holdings, Inc.), Voting and Support Agreement (Employers Holdings, Inc.), Voting and Support Agreement (Employers Holdings, Inc.)
Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the parties Each party hereto agree agrees that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case 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 (or any party hereto threatens such a breach)breached. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto 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 courtsCourt of Chancery of the State of Delaware shall be unavailable, any Federal court of the United States located in the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. Each of the parties further agrees to waive any requirements for the securing or posting of any bond in connection with obtaining any such equitable relief. In addition, each of the parties hereto (i) irrevocably submits itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or any Federal 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 courtsCourt of Chancery of the State of Delaware shall be unavailable, any Federal court of the United States located sitting in the State of Delaware Delaware, (iv) waives any right to trial by jury with respect to any suit, action or proceeding directly or indirectly related to or arising out of this Agreement or any Transaction and (ivv) consents to service being made through the notice procedures set forth in Section 9.24.03. Each of the Company, Parent and Merger Sub hereby appoints Parent as its authorized agent (the “Authorized Agent”), upon whom process may be served to enforce this Agreement in any action, suit or proceeding that may be instituted in any court described in this Section 4.08. Parent agrees to take any and all action, including the filing of any and all documents, that may be necessary to establish and continue such appointment in full force and effect as aforesaid. Parent agrees that service of any processprocess upon the Authorized Agent shall be, summonsin every respect, notice or document by U.S. registered mail to the respective addresses set forth in Section 9.2 shall be effective service of process for any Proceeding in connection with this Agreement or the transactions contemplated herebyupon Parent.
Appears in 4 contracts
Sources: Undertaking Agreement (Ats Corp), Undertaking Agreement (Ats Corp), Undertaking Agreement (Ats Corp)
Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the The parties hereto agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case occur in the event that any of the provisions provision of this Agreement were is not performed in accordance with their specific the terms hereof or were otherwise breached (or any breached. Accordingly, each party hereto threatens such a breach). It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto shall be entitled to an injunction or injunctions to prevent breaches specific performance of this Agreement and to enforce specifically the terms hereof 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 injunctive and other equitable in addition to any other remedy to which they are entitled at law or in equity. Each The parties agree that no party shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 5.11. The parties hereto irrevocably waives agree that any defenses Proceeding seeking to enforce any provision of, or based on adequacy any matter arising out of any other remedy, whether at law or in equityconnection with, that might be asserted as a bar to this Agreement or the remedy of specific performance of transactions contemplated hereby (whether brought by any party or any of the terms its Affiliates or provisions hereof or injunctive relief in against any action brought therefor by any other party hereto. In addition, each of the parties hereto (i) irrevocably submits itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or any of its Affiliates) shall be brought in the Delaware Chancery Court or, if such court of the United States shall not have jurisdiction, any federal court located in the State of Delaware or other Delaware state court, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such Proceeding in any such court or that any such Proceeding brought in any such court has been brought in an inconvenient forum. Process in any such Proceeding may be served on any party anywhere in the event any dispute arises out world, whether within or without the jurisdiction 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. Without limiting the foregoing, (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 9.2. Each of the Company, Parent and Merger Sub hereby each party agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth process on such party as provided in Section 9.2 5.01 (except for notice by e-mail) shall be deemed effective service of process for any Proceeding in connection with this Agreement or the transactions contemplated herebyon such party.
Appears in 4 contracts
Sources: Tender and Voting Agreement (Sidewinder Drilling Inc.), Tender and Voting Agreement (Sidewinder Drilling Inc.), Tender and Voting Agreement (Union Drilling Inc)
Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the (a) The parties hereto agree that irreparable damage would occur, occur for which money damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case not suffice in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached (or and that the parties would not have any party hereto threatens such a breach)adequate remedy at Law. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto non-breaching party shall be entitled to an injunction injunction, temporary restraining order or injunctions to prevent breaches other equitable relief exclusively in the Delaware Court of this Agreement Chancery enjoining any such breach and to enforce enforcing specifically the terms and provisions of this Agreement hereof, or in the Court of Chancery of event (but only in the State of Delaware or, if under applicable law exclusive event) that such court does not have subject matter jurisdiction over such matter is vested action or proceeding, in the federal courts, any court of the United States located District Court for the District of Delaware or another court sitting in the State state of Delaware, this being . The foregoing is in addition to any other remedy to which they are any party is entitled at law Law, in equity or in equity. otherwise.
(b) Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding in connection with or with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns shall be brought and determined exclusively in the Delaware Court of Chancery, or in the event (ibut only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware or another court sitting in the state of Delaware. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, 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) aforesaid courts and agrees that it will not bring any action in connection with or 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 aforesaid 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 9.2. Each of the Companyparties hereto hereby irrevocably waives, Parent and Merger Sub hereby agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding in connection with or with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve in accordance with this Section 9.6, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable Law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.
(c) Each of the parties hereto irrevocably consents to the service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth summons and complaint and any other process in Section 9.2 shall be effective service of process for any Proceeding other action in connection with or relating to this Agreement Agreement, on behalf of itself or its property, by the transactions contemplated herebypersonal delivery of copies of such process to such party or by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 9.4. Nothing in this Section 9.6 shall affect the right of any party hereto to serve legal process in any other manner permitted by Law.
Appears in 3 contracts
Sources: Investment Agreement (Nci Building Systems Inc), Stockholders Agreement (CD&R Associates VIII, Ltd.), Stockholders Agreement (Nci Building Systems Inc)
Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the The parties hereto agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case 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 (or any party hereto threatens such a breach)breached. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto 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 they are such party is entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties hereto (i) irrevocably submits 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 9.2. Each of the Company, Parent and 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 9.2 shall be effective service of process for any Proceeding suit or proceeding in connection with this Agreement or the transactions contemplated hereby.
Appears in 3 contracts
Sources: Merger Agreement (Collegiate Funding Services Inc), Merger Agreement (Neiman Marcus, Inc.), Merger Agreement (Neiman Marcus, Inc.)
Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the The parties hereto agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case 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 (or any party hereto threatens such a breach)breached. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto 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 they are entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties hereto (i) irrevocably submits 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 9.24.4. Each of the Company, Parent and Merger Sub parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 9.2 4.4 shall be effective service of process for any Proceeding in connection with this Agreement or the transactions contemplated hereby.
Appears in 3 contracts
Sources: Shareholders Agreement (Kos Pharmaceuticals Inc), Shareholders Agreement (Abbott Laboratories), Shareholders Agreement (Jaharis Mary)
Specific Performance; Jurisdiction. Notwithstanding any other provision The Parties understand and agree that the covenants and agreements on each of this Agreementtheir parts herein contained are uniquely related to the desire of the Parties and their respective Affiliates to consummate the Transactions, that the parties hereto Transactions are a unique business opportunity at a unique time for each of Entergy and ITC and their respective Affiliates, and further agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case occur in the event that any of the provisions provision of this Agreement were not performed in accordance with their its specific terms or were otherwise breached (or any party hereto threatens and further agree that, although monetary damages may be available for the breach of such a breach)covenants and agreements, monetary damages would be an inadequate remedy therefor. It is accordingly agreed that, in addition to any other remedy that in may be available to it, including monetary damages, each of the event of a breach or threatened breach of this Agreement, the other parties hereto 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 exclusively in the Delaware Court of Chancery of and any state appellate court therefrom within the State of Delaware (or, if under applicable law exclusive the Delaware Court of Chancery declines to accept jurisdiction over such matter is vested in the federal courtsa particular matter, any state or federal court of the United States located in within the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity). Each party hereto irrevocably of the Parties further agrees that no Party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.05 and each Party waives any defenses based on adequacy objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any other remedy, whether at law such bond or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party heretosimilar instrument. In addition, each of the parties Parties irrevocably and unconditionally agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (i) or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, 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) aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions 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 aforesaid 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 9.2. Each of the CompanyParties hereby irrevocably waives, Parent and Merger Sub hereby agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 8.05, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of any processnotice, summonsattachment prior to judgment, notice attachment in aid of execution of judgment, execution of judgment or document by U.S. registered mail otherwise) and (c) to the respective addresses set forth fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in Section 9.2 shall be effective service such court is brought in an inconvenient forum, (ii) the venue of process for any Proceeding in connection with such suit, action or proceeding is improper or (iii) this Agreement Agreement, or the transactions contemplated herebysubject matter hereof, may not be enforced in or by such courts.
Appears in 3 contracts
Sources: Separation Agreement, Merger Agreement (Entergy Corp /De/), Merger Agreement (ITC Holdings Corp.)
Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the parties hereto agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached (or any party hereto threatens such a breach). It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto 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 they are entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties hereto (i) irrevocably submits 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 9.28.01. Each of the Company, Parent and Merger Sub parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 9.2 8.01 shall be effective service of process for any Proceeding in connection with this Agreement or the transactions contemplated hereby.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Jaharis Mary), Stock Purchase Agreement (Kos Pharmaceuticals Inc), Stock Purchase Agreement (Abbott Laboratories)
Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the parties Each party hereto agree agrees that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case 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 (or any party hereto threatens such a breach)breached. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto 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 courtsCourt of Chancery of the State of Delaware shall be unavailable, any Federal court of the United States located in the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. Each of the parties further agrees to waive any requirements for the securing or posting of any bond in connection with obtaining any such equitable relief. In addition, each of the parties hereto (i) irrevocably submits itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or any Federal 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 courtsCourt of Chancery of the State of Delaware shall be unavailable, any Federal court of the United States located sitting in the State of Delaware Delaware, (iv) waives any right to trial by jury with respect to any suit, action or proceeding directly or indirectly related to or arising out of this Agreement or any Transaction and (ivv) consents to service being made through the notice procedures set forth in Section 9.24.04. Each of the Company, Parent and Merger Sub hereby appoints Parent as its authorized agent (the “Authorized Agent”), upon whom process may be served to enforce this Agreement in any action, suit or proceeding that may be instituted in any court described in this Section 4.09. Parent agrees to take any and all action, including the filing of any and all documents, that may be necessary to establish and continue such appointment in full force and effect as aforesaid. Parent agrees that service of any processprocess upon the Authorized Agent shall be, summonsin every respect, notice or document by U.S. registered mail to the respective addresses set forth in Section 9.2 shall be effective service of process for any Proceeding in connection with this Agreement or the transactions contemplated herebyupon Parent.
Appears in 3 contracts
Sources: Stockholder Agreement (Ats Corp), Stockholder Agreement (Ats Corp), Stockholder Agreement (Ats Corp)
Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the (a) The parties hereto agree that irreparable damage would occur, occur for which money damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case not suffice in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached (or and that the parties would not have any party hereto threatens such a breach)adequate remedy at law. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto any non-breaching party shall be entitled to seek an injunction injunction, temporary restraining order or injunctions to prevent breaches other equitable relief exclusively in the Delaware Court of this Agreement Chancery enjoining any such breach and to enforce enforcing specifically the terms and provisions of this Agreement hereof, or in the Court of Chancery of event (but only in the State of Delaware or, if under applicable law exclusive event) that such court does not have subject matter jurisdiction over such matter is vested action or proceeding, in the federal courts, any court of the United States located District Court for the District of Delaware or another court sitting in the State state of Delaware. Each party agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of such party under this being Agreement. The provisions of this Section 4.11(a) are in addition to any other remedy to which they are any party is entitled at law law, in equity or in equity. otherwise.
(b) Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding in connection with or with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns shall be brought and determined exclusively in the Delaware Court of Chancery, or in the event (ibut only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware or another court sitting in the state of Delaware. The parties hereto further agree that any dispute between the parties regarding the approval by the FTI Nominating Committee of any Person designated by Holding LLC pursuant to Section 2.1(b)(iii) will be submitted to the Delaware Court of Chancery with a request to rule on an expedited basis. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, 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) aforesaid courts and agrees that it will not bring any action in connection with or 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 aforesaid 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 9.2. Each of the Companyparties hereto hereby irrevocably waives, Parent and Merger Sub hereby agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding in connection with or with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve in accordance with this Section 4.11, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable Law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.
(c) Each of the parties hereto irrevocably consents to the service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth summons and complaint and any other process in Section 9.2 shall be effective service of process for any Proceeding other action in connection with or relating to this Agreement Agreement, on behalf of itself or its property, by the transactions contemplated herebypersonal delivery of copies of such process to such party or by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 4.6. Nothing in this Section 4.11 shall affect the right of any party hereto to serve legal process in any other manner permitted by Law.
Appears in 3 contracts
Sources: Stockholders' Agreement (BCHI Holdings, LLC), Stockholders Agreement (Fusion Connect, Inc.), Agreement and Plan of Merger (Fusion Telecommunications International Inc)
Specific Performance; Jurisdiction. Notwithstanding any other provision The Parties understand and agree that the covenants and agreements on each of this Agreementtheir parts herein contained are uniquely related to the desire of the Parties and their respective Affiliates to consummate the Transactions, that the parties hereto Transactions are a unique business opportunity at a unique time for each of Fox, Ainge and Newco and their respective Affiliates, and further agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case occur in the event that any of the provisions provision of this Agreement were not performed in accordance with their its specific terms or were otherwise breached (or any party hereto threatens terms, and further agree that, although monetary damages may be available for the breach of such a breach)covenants and agreements, monetary damages would be an inadequate remedy therefor. It is accordingly agreed that, in addition to any other remedy that may be available to it, including monetary damages, each of the Parties (including Ainge for so long as the Merger Agreement has not been terminated in the event of a breach or threatened breach of this Agreement, the other parties hereto accordance with its terms) 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 exclusively in the Delaware Court of Chancery of and any state appellate court therefrom within the State of Delaware (or, if under applicable law exclusive the Delaware Court of Chancery declines to accept jurisdiction over such matter is vested in the federal courtsa particular matter, any state or federal court of the United States located in within the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity). Each of the Parties (including Ainge for so long as the Merger Agreement has not been terminated in accordance with its terms) further agrees that no party hereto irrevocably to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 9.4 and each Party waives any defenses based on adequacy objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any other remedy, whether at law such bond or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party heretosimilar instrument. In addition, each of the parties hereto Parties (iincluding Ainge for so long as the Merger Agreement has not been terminated in accordance with its terms) irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in 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 state or federal court within the State of Delaware). Each of the Parties (including Ainge for so long as the Merger Agreement has not been terminated in accordance with its terms) hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, 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) aforesaid courts and 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 aforesaid 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 9.2. Each of the CompanyParties (including Ainge for so long as the Merger Agreement has not been terminated in accordance with its terms) hereby irrevocably waives, Parent and Merger Sub hereby agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement: (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 9.4; (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of any processnotice, summonsattachment prior to judgment, notice attachment in aid of execution of judgment, execution of judgment or document by U.S. registered mail otherwise); and (c) to the respective addresses set forth fullest extent permitted by the applicable Law, any claim that: (i) the suit, action or proceeding in Section 9.2 shall be effective service such court is brought in an inconvenient forum; (ii) the venue of process for any Proceeding in connection with such suit, action or proceeding is improper; or (iii) this Agreement Agreement, or the transactions contemplated herebysubject matter hereof, may not be enforced in or by such courts.
Appears in 2 contracts
Sources: Separation and Distribution Agreement, Separation and Distribution Agreement (Altra Industrial Motion Corp.)
Specific Performance; Jurisdiction. Notwithstanding (a) Except as otherwise provided herein, any and all remedies herein expressly conferred upon a Party shall be deemed cumulative with and not exclusive of any other provision remedy conferred hereby, or by law or equity upon such Party, and the exercise by a Party of any one remedy shall not preclude the exercise of any other remedy. Nothing in this AgreementAgreement shall be deemed a waiver by any Party of any right to specific performance or injunctive relief. The Parties understand and agree that the covenants and agreements on each of their parts herein contained are uniquely related to the desire of the Parties and their respective Affiliates to consummate the Transactions, that the parties hereto Transactions are a unique business opportunity at a unique time for each of WDC and Spinco and their respective Affiliates, and further agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case occur in the event that any of the provisions provision of this Agreement were not performed in accordance with their its specific terms or were otherwise breached (or any party hereto threatens terms, and further agree that, although monetary damages may be available for the breach of such a breach)covenants and agreements, monetary damages would be an inadequate remedy therefor. It is accordingly agreed that, in addition to any other remedy that in may be available to it, including monetary damages, each of the event of a breach or threatened breach of this Agreement, the other parties hereto 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 exclusively in the Delaware Court of Chancery of and any state appellate court therefrom within the State of Delaware (or, if under applicable law exclusive the Delaware Court of Chancery declines to accept jurisdiction over such matter is vested in the federal courtsa particular matter, any state or federal court of the United States located in within the State of Delaware). Each of the Parties further agrees that no Party shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this being Section 9.4 and each Party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.
(b) Each of the Parties irrevocably agrees that, subject (except in addition the case of any legal action or proceeding seeking specific performance) to prior compliance with Section 8.1, any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder, brought by the other Party or its successors or assigns, shall be brought and determined exclusively in 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 state or federal court within the State of Delaware). Each of the Parties hereby irrevocably submits with regard to any other remedy to which they are entitled at law such action or proceeding for itself and in equity. Each party hereto irrevocably waives any defenses based on adequacy respect of any other remedyits property, whether at law or in equitygenerally and unconditionally, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties hereto (i) irrevocably submits 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) aforesaid courts and 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 aforesaid 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 9.2. Each of the CompanyParties hereby irrevocably waives, Parent and Merger Sub hereby agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement: (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 9.4; (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (iii) to the fullest extent permitted by applicable Law, any claim that: (x) the suit, action or proceeding in such court is brought in an inconvenient forum; (y) the venue of such suit, action or proceeding is improper; or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts (other than by reason of, except in the case of any action or proceeding for specific performance, needing to first comply with the provisions of Section 8.1). In the event that any suit or action is instituted to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including, without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals. The Parties agree that service of any process, summons, notice court paper may be made in any manner as may be provided under the applicable Laws or document by U.S. registered mail to the respective addresses set forth in Section 9.2 shall be effective court rules governing service of process for in such court. The Parties agree that a final judgment in any Proceeding such action or proceeding shall be conclusive and may be enforced in connection with this Agreement other jurisdictions by suit on the judgment or the transactions contemplated herebyin any other manner provided by applicable Law.
Appears in 2 contracts
Sources: Separation and Distribution Agreement (Sandisk Corp), Separation and Distribution Agreement (Sandisk Corp)
Specific Performance; Jurisdiction. Notwithstanding any other provision The Parties understand and agree that the covenants and agreements on each of this Agreementtheir parts herein contained are uniquely related to the desire of the Parties and their respective Affiliates to consummate the Transactions, that the parties hereto Transactions are a unique business opportunity at a unique time for each of ▇▇▇▇▇▇▇, NetScout and Newco and their respective Affiliates, and further agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case occur in the event that any of the provisions provision of this Agreement were not performed in accordance with their its specific terms or were otherwise breached (or any party hereto threatens terms, and further agree that, although monetary damages may be available for the breach of such a breach)covenants and agreements, monetary damages would be an inadequate remedy therefor. It is accordingly agreed that, in addition to any other remedy that may be available to it, including monetary damages, each of the Parties (including NetScout for so long as the Merger Agreement has not been terminated in the event of a breach or threatened breach of this Agreement, the other parties hereto accordance with its terms) 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 exclusively in the Delaware Court of Chancery of and any state appellate court therefrom within the State of Delaware (or, if under applicable law exclusive the Delaware Court of Chancery declines to accept jurisdiction over such matter is vested in the federal courtsa particular matter, any state or federal court of the United States located in within the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity). Each party hereto irrevocably of the Parties (including NetScout for so long as the Merger Agreement has not been terminated in accordance with its terms) further agrees that no Party shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 11.3 and each Party waives any defenses based on adequacy objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any other remedy, whether at law such bond or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party heretosimilar instrument. In addition, each of the parties hereto Parties (iincluding NetScout for so long as the Merger Agreement has not been terminated in accordance with its terms) irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any Party or its successors or assigns, shall be brought and determined exclusively in 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 state or federal court within the State of Delaware). Each of the Parties (including NetScout for so long as the Merger Agreement has not been terminated in accordance with its terms) hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, 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) aforesaid courts and 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 aforesaid 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 9.2. Each of the CompanyParties (including NetScout for so long as the Merger Agreement has not been terminated in accordance with its terms) hereby irrevocably waives, Parent and Merger Sub hereby agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 11.3, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of any processnotice, summonsattachment prior to judgment, notice attachment in aid of execution of judgment, execution of judgment or document by U.S. registered mail otherwise) and (c) to the respective addresses set forth fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in Section 9.2 shall be effective service such court is brought in an inconvenient forum, (ii) the venue of process for any Proceeding in connection with such suit, action or proceeding is improper or (iii) this Agreement Agreement, or the transactions contemplated herebysubject matter hereof, may not be enforced in or by such courts.
Appears in 2 contracts
Sources: Employee Matters Agreement (Netscout Systems Inc), Employee Matters Agreement (Netscout Systems Inc)
Specific Performance; Jurisdiction. Notwithstanding (a) Except as otherwise provided herein, any and all remedies herein expressly conferred upon a Party shall be deemed cumulative with and not exclusive of any other provision remedy conferred hereby, or by law or equity upon such party, and the exercise by a Party of any one remedy shall not preclude the exercise of any other remedy. Nothing in this AgreementAgreement shall be deemed a waiver by any Party of any right to specific performance or injunctive relief. The Parties understand and agree that the covenants and agreements on each of their parts herein contained are uniquely related to the desire of the Parties and their respective Affiliates to consummate the Transactions, that the parties hereto Transactions are a unique business opportunity at a unique time for each of WDC and Spinco and their respective Affiliates, and further agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case occur in the event that any of the provisions provision of this Agreement were not performed in accordance with their its specific terms or were otherwise breached (or any party hereto threatens terms, and further agree that, although monetary damages may be available for the breach of such a breach)covenants and agreements, monetary damages would be an inadequate remedy therefor. It is accordingly agreed that, in addition to any other remedy that in may be available to it, including monetary damages, each of the event of a breach or threatened breach of this Agreement, the other parties hereto 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 exclusively in the Delaware Court of Chancery of and any state appellate court therefrom within the State of Delaware (or, if under applicable law exclusive the Delaware Court of Chancery declines to accept jurisdiction over such matter is vested in the federal courtsa particular matter, any state or federal court of the United States located in within the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity). Each party hereto irrevocably of the Parties further agrees that no Party shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 9.4 and each Party waives any defenses based on adequacy objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any other remedysuch bond or similar instrument.
(b) Each of the Parties irrevocably agrees that, whether at law or subject (except in equity, that might be asserted as a bar to the remedy of specific performance case of any legal action or proceeding seeking specific performance) to prior compliance with Article IX, any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the terms or provisions hereof or injunctive relief in any action rights and obligations arising hereunder, brought therefor by any other party heretoParty or its successors or assigns, shall be brought and determined exclusively in 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 state or federal court within the State of Delaware). In addition, each Each of the parties hereto (i) Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, 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) aforesaid courts and 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 aforesaid 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 9.2. Each of the CompanyParties hereby irrevocably waives, Parent and Merger Sub hereby agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement: (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 10.4; (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (iii) to the fullest extent permitted by the applicable Law, any claim that: (x) the suit, action or proceeding in such court is brought in an inconvenient forum; (y) the venue of such suit, action or proceeding is improper; or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts (other than by reason of, except in the case of any action or proceeding for specific performance, needing to first comply with the provisions of Article IX). In the event that any suit or action is instituted to enforce any provision in this Agreement, the prevailing Party in such dispute shall be entitled to recover from the losing Party all fees, costs and expenses of enforcing any right of such prevailing Party under or with respect to this Agreement, including, without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals. The Parties agree that service of any process, summons, notice court paper may be made in any manner as may be provided under the applicable Laws or document by U.S. registered mail to the respective addresses set forth in Section 9.2 shall be effective court rules governing service of process for in such court. The Parties agree that a final judgment in any Proceeding such action or proceeding shall be conclusive and may be enforced in connection with this Agreement other jurisdictions by suit on the judgment or the transactions contemplated herebyin any other manner provided by applicable Law.
Appears in 2 contracts
Sources: Tax Matters Agreement (Sandisk Corp), Tax Matters Agreement (Sandisk Corp)
Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the parties hereto The Parties agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case 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 (or any party hereto threatens such a breach)breached. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto 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 the Court of Chancery of the State of Delaware lacks jurisdiction, then in the applicable Delaware state court) 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 DelawareDelaware (or any court in which appeal from such courts may be taken), this being in addition to any other remedy to which they are such Party is entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties Parties hereto (ia) irrevocably submits 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 (or any court in which appeal from such courts may be taken) 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 (or any court in which appeal from such courts may be taken) and (ivd) consents to service being made through the notice procedures set forth in Section 9.27.5. Each of the Company, Parent Stockholders and Merger Sub the 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 9.2 7.5 shall be effective service of process for any Proceeding proceeding in connection with this Agreement or the transactions contemplated hereby.
Appears in 2 contracts
Sources: Voting and Support Agreement (Hennessy Capital Acquisition Corp II), Voting and Support Agreement (Hennessy Capital Acquisition Corp II)
Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the (a) The parties hereto agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case 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 (or any party hereto threatens such a breach)breached. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto 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 they are such party is entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties hereto (i) irrevocably submits consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or any federal court of the United States located in within the State of Delaware Delaware) in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (whether brought by the parties hereto or any other Person), (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) except as provided in the last sentence of this Section 9.10(a), 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 the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state court within 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 (iv) consents to service being made through the notice procedures set forth in Section 9.2Delaware. Each of the Companyparties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or any of the transactions contemplated by this Agreement, (a) any claim that it or its property is exempt or immune from jurisdiction of the aforesaid courts or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (b) to the fullest extent permitted by the applicable Laws, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject mater hereof, may not be enforced in or by such courts. Notwithstanding the foregoing, Parent and Merger Sub hereby agrees that if the Company or any other Person obtains against Parent a judgment of a Delaware state or federal court relating to this Agreement or any of the transactions contemplated by this Agreement, the Company or such Person, respectively, may bring an action with respect to the recognition and enforcement thereof in a court in Korea, and Parent irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, any contention that such judgment of a Delaware state or federal court may not be recognized and/or enforced in whole or in part.
(b) Each of Parent and Purchaser hereby irrevocably designates CT Corporation System (in such capacity, the “Process Agent”), with an office at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ as its designee, appointee and agent to receive, for and on its behalf service of process in such jurisdiction in any processlegal action or proceedings with respect to this agreement or any other agreement executed in connection with this agreement, summons, notice or document by U.S. registered mail and such service shall be deemed complete upon delivery thereof to the respective addresses set forth process agent; provided that in the case of any such service upon the process agent, the party effecting such service shall also deliver a copy thereof to each of Parent and Purchaser in the manner provided in Section 9.2 of this Agreement. Each of Parent and Purchaser shall take all such action as may be effective necessary to continue said appointment in full force and effect or to appoint another agent so that each of Parent and Purchaser will at all times have an agent for service of process for the above purposes in New York, NY. In the event of the transfer of all or substantially all of the assets and business of the Process Agent to any Proceeding other entity by consolidation, merger, sale of assets or otherwise, such other entity shall be substituted hereunder for the process agent with the same effect as if named herein in connection with this Agreement or place of CT Corporation System. Nothing herein shall affect the transactions contemplated herebyright of any party to serve process in any manner permitted by applicable law. Each of Parent and Purchaser expressly acknowledges that the foregoing waiver is intended to be irrevocable under the laws of the state of Delaware and of the United States of America.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (LS Cable Ltd.), Merger Agreement (Superior Essex Inc)
Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the The parties hereto agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case 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 (or any breached, for which monetary damages would not be an adequate remedy, and accordingly, each party hereto threatens such a breach). It is accordingly agreed agrees that in the event of a breach or threatened breach of this Agreement, the other parties hereto party shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof without the necessity of this Agreement in proving the Court inadequacy of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, money damages as a remedy or posting any court of the United States located in the State of Delawarebond or other undertaking, this being in addition to any other remedy to which they the parties are entitled at law Law or in equity. Each party hereto irrevocably waives Any suit, action or proceeding seeking to enforce any defenses provision of, or based on adequacy any matter arising out of any other remedy, whether at law or in equityconnection with, that might this Agreement or the transactions contemplated hereby or thereby may only be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief brought in any action brought therefor by any other party hereto. In addition, each of the parties hereto (i) irrevocably submits itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or any (or, only if such court of declines to accept jurisdiction over a particular matter, then in the United States located 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 court sitting of the State of Delaware in New Castle County) and any appellate court from any of such courts (in any case, the event “Delaware Court”), and each of the parties hereby irrevocably consents to the exclusive jurisdiction of the Delaware Courts in any dispute arises out such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of this Agreement the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any of the transactions contemplated by this AgreementDelaware Courts. Without limiting the foregoing, (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 9.2. Each of the Company, Parent and Merger Sub hereby each party agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth process on such party as provided in Section 9.2 10.1 shall be deemed effective service of process for on such party when deemed given pursuant to Section 10.1; provided that nothing herein shall affect the right of any Proceeding party to serve process in connection with this Agreement or the transactions contemplated herebyany other manner permitted by applicable Law.
Appears in 2 contracts
Sources: Merger Agreement (Mr. Cooper Group Inc.), Merger Agreement (Rocket Companies, Inc.)
Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the parties Each party hereto agree agrees that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case 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 (or any party hereto threatens such a breach)breached. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto 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 courtsCourt of Chancery of the State of Delaware shall be unavailable, any Federal court of the United States located in the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. Each of the parties further agrees to waive any requirements for the securing or posting of any bond in connection with obtaining any such equitable relief. In addition, each of the parties hereto (i) irrevocably submits itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or any Federal 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 courtsCourt of Chancery of the State of Delaware shall be unavailable, any Federal court of the United States located sitting in the State of Delaware Delaware, (iv) waives any right to trial by jury with respect to any suit, action or proceeding directly or indirectly related to or arising out of this Agreement or any Transaction and (ivv) consents to service being made through the notice procedures set forth in Section 9.24.05. Each Parent hereby appoints U.S. Parent as its authorized agent (the “Authorized Agent”), upon whom process may be served to enforce this Agreement in any action, suit or proceeding that may be instituted in any court described in this Section 4.10. Parent agrees to take any and all action, including the filing of the Companyany and all documents, that may be necessary to establish and continue such appointment in full force and effect as aforesaid. Parent and Merger Sub hereby agrees that service of any processprocess upon the Authorized Agent shall be, summonsin every respect, notice or document by U.S. registered mail to the respective addresses set forth in Section 9.2 shall be effective service of process for any Proceeding in connection with this Agreement or the transactions contemplated herebyupon Parent.
Appears in 2 contracts
Sources: Stockholders Agreement (Cgi Group Inc), Stockholders Agreement (Stanley, Inc.)
Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the (a) The parties hereto agree that irreparable damage would occur, occur for which money damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case not suffice in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached (or and that the parties would not have any party hereto threatens such a breach)adequate remedy at Law. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto non-breaching party shall be entitled to an injunction injunction, temporary restraining order or injunctions to prevent breaches other equitable relief exclusively (i) if the Company has commenced a case under the Bankruptcy Code, in the Bankruptcy Court or (ii) if the Company has not commenced a case under the Bankruptcy Code, in the Delaware Court of this Agreement Chancery enjoining any such breach and to enforce enforcing specifically the terms and provisions of this Agreement hereof, or in the Court of Chancery of event (but only in the State of Delaware or, if under applicable law exclusive event) that such court does not have subject matter jurisdiction over such matter is vested action or proceeding, in the federal courts, any court of the United States located District Court for the District of Delaware or another court sitting in the State state of Delaware, this being . The foregoing is in addition to any other remedy to which they are any party is entitled at law Law, in equity or in equity. otherwise.
(b) Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns shall be brought and determined exclusively (i) if the Company has commenced a case under the Bankruptcy Code, in the Bankruptcy Court or (ii) if the Company has not commenced a case under the Bankruptcy Code, in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware or another court sitting in the state of Delaware. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, 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) aforesaid courts and 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 aforesaid 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 9.2. Each of the Companyparties hereto hereby irrevocably waives, Parent and Merger Sub hereby agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve in accordance with this Section 23, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable Law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.
(c) Each of the parties hereto irrevocably consents to the service of any processsummons and complaint and any other process in any other action relating to this Agreement, summonson behalf of itself or its property, notice by the personal delivery of copies of such process to such party or document by U.S. registered mail sending or delivering a copy of the process to the respective addresses set forth party to be served at the address and in the manner provided for the giving of notices in Section 9.2 11. Nothing in this Section 23 shall be effective service affect the right of any party hereto to serve legal process for in any Proceeding in connection with this Agreement or the transactions contemplated herebyother manner permitted by Law.
Appears in 2 contracts
Sources: Investment Agreement (Nci Building Systems Inc), Investment Agreement (CD&R Associates VIII, Ltd.)
Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the parties hereto The Parties agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case 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 (or any party hereto threatens such a breach)breached. It is The Parties accordingly agreed agree that in the event of a breach or threatened breach of this Agreement, the other parties hereto 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 New Castle County in the State of Delaware, this being in addition to any other remedy to which they are such party is entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties Parties hereto (i) irrevocably submits 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 New Castle County in the State of Delaware (and, with respect to suits and proceedings alleging claims in which the exclusive subject matter jurisdiction of such claims is federal, the federal district court for the District 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 New Castle County in the State of Delaware (or, with respect to with respect to suits and proceedings alleging claims in which the exclusive subject matter jurisdiction of such claims is federal, the federal district court for the District of Delaware) and (iv) to the fullest extent permitted by Law, consents to service being made through the notice procedures set forth in Section 9.29. Each of the Company, Parent and Merger Sub party hereto hereby agrees that that, to the fullest extent permitted by Law, service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 9.2 9 shall be effective service of process for any Proceeding suit or proceeding in connection with this Agreement or the transactions contemplated hereby.
Appears in 2 contracts
Sources: Purchase Agreement, Purchase Agreement (BioScrip, Inc.)
Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the (a) The parties hereto agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case 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 (or any party hereto threatens such a breach)breached. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto 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 they are such party is entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties hereto (i) irrevocably submits 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 Delaware.
(ivb) consents to service being made through the notice procedures set forth in Section 9.2EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS, INCLUDING THE OFFER AND MERGER, CONTEMPLATED HEREBY OR THEREBY. Each of the CompanyEACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, Parent and Merger Sub hereby agrees that service of any processAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, summonsEXPRESSLY OR OTHERWISE, notice or document by U.S. registered mail to the respective addresses set forth in Section 9.2 shall be effective service of process for any Proceeding in connection with this Agreement or the transactions contemplated herebyTHAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11(b).
Appears in 2 contracts
Sources: Merger Agreement (Sirtris Pharmaceuticals, Inc.), Merger Agreement (Glaxosmithkline PLC)
Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the (a) The parties hereto agree that irreparable damage would occur, occur for which money damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case not suffice in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached (or and that the parties would not have any party hereto threatens such a breach)adequate remedy at Law. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto non-breaching party shall be entitled to an injunction injunction, temporary restraining order or injunctions to prevent breaches other equitable relief exclusively (i) if the Company has commenced a case under the Bankruptcy Code, in the Bankruptcy Court or (ii) if the Company has not commenced a case under the Bankruptcy Code, in the Delaware Court of this Agreement Chancery enjoining any such breach and to enforce enforcing specifically the terms and provisions of this Agreement hereof, or in the Court of Chancery of event (but only in the State of Delaware or, if under applicable law exclusive event) that such court does not have subject matter jurisdiction over such matter is vested action or proceeding, in the federal courts, any court of the United States located District Court for the District of Delaware or another court sitting in the State state of Delaware, this being . The foregoing is in addition to any other remedy to which they are any party is entitled at law Law, in equity or in equity. otherwise.
(b) Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns shall be brought and determined exclusively (i) if the Company has commenced a case under the Bankruptcy Code, in the Bankruptcy Court or (ii) if the Company has not commenced a case under the Bankruptcy Code, in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware or another court sitting in the state of Delaware. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, 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) aforesaid courts and 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 aforesaid 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 9.2. Each of the Companyparties hereto hereby irrevocably waives, Parent and Merger Sub hereby agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve in accordance with this Section 6.13, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable Law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.
(c) Each of the parties hereto irrevocably consents to the service of any processsummons and complaint and any other process in any other action relating to this Agreement, summonson behalf of itself or its property, notice by the personal delivery of copies of such process to such party or document by U.S. registered mail sending or delivering a copy of the process to the respective addresses set forth party to be served at the address and in the manner provided for the giving of notices in Section 9.2 6.1. Nothing in this Section 6.13 shall be effective service affect the right of any party hereto to serve legal process for in any Proceeding in connection with this Agreement or the transactions contemplated herebyother manner permitted by Law.
Appears in 2 contracts
Sources: Lock Up and Voting Agreement (Nci Building Systems Inc), Lock Up and Voting Agreement (Nci Building Systems Inc)
Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the (a) The parties hereto agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case 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 (or any party hereto threatens such a breach)and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto 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 Agreement, without proof of actual damages, in the Court of Chancery of the State of Delaware (the “Chancery Court”) or, if under applicable law exclusive the Chancery Court lacks subject matter jurisdiction over such matter is vested or declines jurisdiction, 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 they are entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties hereto (ia) irrevocably submits consents to submit itself to the personal jurisdiction of the Chancery Court of or, if the Chancery of the State of Delaware Court lacks subject matter jurisdiction or declines jurisdiction, any federal 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 Chancery Court of Chancery of the State of Delaware or, if under applicable law exclusive the Chancery Court lacks subject matter jurisdiction over such matter is vested in the or declines jurisdiction, a federal courts, any court of the United States located sitting in the State of Delaware Delaware, and (ivd) consents to service being made through the notice procedures set forth in Section 9.2. Each of the Company, Parent and Merger Sub hereby agrees that service of process upon such party in any process, summons, notice such action or document by U.S. registered mail to the respective addresses set forth in Section 9.2 proceeding shall be effective service if given in accordance with Section 8.7 or in such other manner as may be permitted by applicable Law.
(b) Notwithstanding anything to contrary in this Agreement, to the extent any party brings an action, suit or proceeding to enforce specifically the performance of process for any Proceeding in connection with the terms and provisions of this Agreement (other than action to specifically enforce any provision that expressly survives termination of this Agreement) when expressly available to such party pursuant to the terms of this Agreement, the Outside Date shall automatically be extended to (i) the twentieth (20th) Business Day following the resolution of such action, suit or proceeding or (ii) such other time period established by the transactions contemplated herebycourt presiding over such action, suit or proceeding.
Appears in 2 contracts
Sources: Merger Agreement (EarthLink Holdings Corp.), Merger Agreement (Windstream Holdings, Inc.)
Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the (a) The parties hereto agree that irreparable damage would occur, occur for which money damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case not suffice in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached (or and that the parties would not have any party hereto threatens such a breach)adequate remedy at law. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto shall any non-breaching party will be entitled to seek an injunction injunction, temporary restraining order or injunctions to prevent breaches other equitable relief exclusively in the Delaware Court of this Agreement Chancery enjoining any such breach and to enforce enforcing specifically the terms and provisions of this Agreement hereof, or in the Court of Chancery of event (but only in the State of Delaware or, if under applicable law exclusive event) that such court does not have subject matter jurisdiction over such matter is vested action or proceeding, in the federal courts, any court of the United States located District Court for the District of Delaware or another court sitting in the State state of Delaware. Each party agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of such party under this being Agreement. The provisions of this Section 5.10(a) are in addition to any other remedy to which they are any party is entitled at law law, in equity or in equity. otherwise.
(b) Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding in connection with or with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns will be brought and determined exclusively in the Delaware Court of Chancery, or in the event (ibut only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware or another court sitting in the state of Delaware. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, 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) aforesaid courts and agrees that it will not bring any action in connection with or 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 aforesaid 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 9.2. Each of the Companyparties hereto hereby irrevocably waives, Parent and Merger Sub hereby agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding in connection with or with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve in accordance with this Section 5.10, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable Law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.
(c) Each of the parties hereto irrevocably consents to the service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth summons and complaint and any other process in Section 9.2 shall be effective service of process for any Proceeding other action in connection with or relating to this Agreement Agreement, on behalf of itself or its property, by the transactions contemplated herebypersonal delivery of copies of such process to such party or by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 4.5. Nothing in this Section 5.10 will affect the right of any party hereto to serve legal process in any other manner permitted by Law.
Appears in 2 contracts
Sources: Stockholders Agreement (Guardian Pharmacy Services, Inc.), Stockholders Agreement (Guardian Pharmacy Services, Inc.)
Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the (a) The parties hereto agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case in the event that occur if any of the provisions provision of this Agreement were not performed in accordance with their specific the terms or were otherwise breached (or any party hereto threatens such a breach). It is accordingly agreed hereof and that in the event of a breach or threatened breach of this Agreement, the other parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and or to enforce specifically the performance of the terms and provisions of this Agreement hereof 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 specified in the State of Delawarethis Section 12.4, this being in addition to any other remedy to which they are entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedyThe parties hereby waive, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by for specific performance, the defense of adequacy of a remedy at law and the posting of any bond or other party hereto. In addition, security in connection therewith.
(b) The parties each of the parties hereto (i) irrevocably submits itself submit to the personal jurisdiction of the Court of Chancery courts of the State of Delaware New York or any federal court of the United States of America located in the State State, City and County of Delaware New York solely in respect of the event any dispute arises out interpretation and enforcement of the provisions of this Agreement or any and in respect of the transactions contemplated by this Agreement, (ii) agrees hereby. The parties irrevocably agree 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 all claims in respect of the interpretation and enforcement of the provisions of this Agreement or any and in respect of the transactions contemplated hereby shall be heard and determined in such a New York State or federal court, and that such courts shall have exclusive jurisdiction with respect to such actions, except solely to the extent that all such courts shall lawfully decline to exercise such jurisdiction. Each of the parties hereby waives, and agrees not to assert, as a defense in any such action that it is not subject to such jurisdiction. The parties hereby waive, and agree not to assert, to the maximum extent permitted by law, as a defense in any such action, that such action may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agrees that mailing of process or other papers is connection with any such action in the manner provided in Section 14.4 or in such other manner as may be permitted by law, shall be valid and sufficient service thereof. Notwithstanding the foregoing, any party to this Agreement may assert a cross-claim or a third party claim against another party to this Agreement in any court pending litigation filed by a third party. (S)12.5 Applicability of the Master Agreement. The limitations, procedures and qualifications set forth in Sections 10.2, 10.3 (other than the Court of Chancery last sentence thereof, which shall not apply), 10.4, and Sections 10.5(d) through (f) of the State of Delaware orMaster Agreement shall apply, if mutatis mutandi, to losses, claims, damages or liabilities indemnified 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 9.2. Each of the Company, Parent and 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 9.2 shall be effective service of process for any Proceeding in connection with this Agreement or the transactions contemplated herebyArticle XII.
Appears in 2 contracts
Sources: Wholesale Servicing Agreement (Keynote Series Account /Ny/), Broker Dealer and General Agent Servicing Agreement (Keynote Series Account /Ny/)
Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the (a) The parties hereto agree that irreparable damage would occur, occur for which money damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case not suffice in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached (or and that the parties would not have any party hereto threatens such a breach)adequate remedy at Law. It is accordingly agreed that in the event of a breach non-breaching party or threatened breach of this Agreement, the other parties hereto shall be entitled to an injunction injunction, temporary restraining order or injunctions to prevent breaches other equitable relief exclusively in the Delaware Court of this Agreement Chancery enjoining any such breach and to enforce enforcing specifically the terms and provisions of this Agreement hereof, or in the Court of Chancery of event (but only in the State of Delaware or, if under applicable law exclusive event) that such court does not have subject matter jurisdiction over such matter is vested action or proceeding, in the federal courts, any court of the United States located District Court for the District of Delaware or another court sitting in the State state of Delaware, this being . The foregoing is in addition to any other remedy to which they are any party is entitled at law Law, in equity or in equity. otherwise.
(b) Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding in connection with or with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by another party hereto or its successors or assigns shall be brought and determined exclusively in the Delaware Court of Chancery, or in the event (ibut only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware or another court sitting in the state of Delaware. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, 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) aforesaid courts and agrees that it will not bring any action in connection with or 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 aforesaid 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 9.2. Each of the Companyparties hereto hereby irrevocably waives, Parent and Merger Sub hereby agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding in connection with or with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve in accordance with this Section 9.6, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable Law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.
(c) Each of the parties hereto irrevocably consents to the service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth summons and complaint and any other process in Section 9.2 shall be effective service of process for any Proceeding other action in connection with or relating to this Agreement Agreement, on behalf of itself or its property, by the transactions contemplated herebypersonal delivery of copies of such process to such party or by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 9.4. Nothing in this Section 9.6 shall affect the right of any party hereto to serve legal process in any other manner permitted by Law.
Appears in 2 contracts
Sources: Stockholders Agreement (Nci Building Systems Inc), Stockholders Agreement (Nci Building Systems Inc)
Specific Performance; Jurisdiction. Notwithstanding any other provision The Parties understand and agree that the covenants and agreements on each of this Agreementtheir parts herein contained are uniquely related to the desire of the Parties and their respective Affiliates to consummate the Transactions, that the parties hereto Transactions are a unique business opportunity at a unique time for each of Entergy and ITC and their respective Affiliates, and further agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case occur in the event that any of the provisions provision of this Agreement were not performed in accordance with their its specific terms or were otherwise breached (or any party hereto threatens and further agree that, although monetary damages may be available for the breach of such a breach)covenants and agreements, monetary damages would be an inadequate remedy therefor. It is accordingly agreed that, in addition to any other remedy that in may be available to it, including monetary damages, each of the event of a breach or threatened breach of this Agreement, the other parties hereto 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 exclusively in the Delaware Court of Chancery of and any state appellate court therefrom within the State of Delaware (or, if under applicable law exclusive the Delaware Court of Chancery declines to accept jurisdiction over such matter is vested in the federal courtsa particular matter, any state or federal court of the United States located in within the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity). Each of the Parties further agree that no party hereto irrevocably to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 11.04 and each party waives any defenses based on adequacy objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any other remedy, whether at law such bond or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party heretosimilar instrument. In addition, each of the parties Parties irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (i) or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, 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) aforesaid courts and 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 aforesaid 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 9.2. Each of the CompanyParties hereby irrevocably waives, Parent and Merger Sub hereby agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 11.04, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of any processnotice, summonsattachment prior to judgment, notice attachment in aid of execution of judgment, execution of judgment or document by U.S. registered mail otherwise) and (c) to the respective addresses set forth fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in Section 9.2 shall be effective service such court is brought in an inconvenient forum, (ii) the venue of process for any Proceeding in connection with such suit, action or proceeding is improper or (iii) this Agreement Agreement, or the transactions contemplated herebysubject matter hereof, may not be enforced in or by such courts.
Appears in 2 contracts
Sources: Separation Agreement, Separation Agreement (ITC Holdings Corp.)
Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the parties hereto The Parties agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case 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 (or any party hereto threatens such a breach)breached. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto 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 the Court of Chancery of the State of Delaware lacks jurisdiction, then in the applicable Delaware state court) 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 DelawareDelaware (or any court in which appeal from such courts may be taken), this being in addition to any other remedy to which they are such Party is entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties hereto Parties (ia) irrevocably submits 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 (or any court in which appeal from such courts may be taken) 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 (or any court in which appeal from such courts may be taken) and (ivd) consents to service being made through the notice procedures set forth in Section 9.27.5. Each of the Company, Parent Stockholders and Merger Sub the 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 9.2 7.5 shall be effective service of process for any Proceeding proceeding in connection with this Agreement or the transactions contemplated hereby.
Appears in 2 contracts
Sources: Voting and Support Agreement (Independence Contract Drilling, Inc.), Voting and Support Agreement (Independence Contract Drilling, Inc.)
Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the (a) The parties hereto agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case 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 (or any party hereto threatens such a breach)breached. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto 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 any New York State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the or federal courts, any court of the United States located in the State Borough of DelawareManhattan, The City of New York, New York, this being in addition to any other remedy to which they are such party is entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties hereto (i) irrevocably submits consents to submit itself to the personal jurisdiction of the Court of Chancery of the any New York State of Delaware or any federal court of the United States located in the State Borough of Delaware Manhattan, The City of New York, 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, 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 a New York State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the or federal courts, any court of the United States located in the State Borough of Delaware and Manhattan, The City of New York, New York.
(ivb) consents to service being made through the notice procedures set forth in Section 9.2EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS, INCLUDING THE OFFER AND MERGER, CONTEMPLATED HEREBY OR THEREBY. Each of the CompanyEACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, Parent and Merger Sub hereby agrees that service of any processAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, summonsEXPRESSLY OR OTHERWISE, notice or document by U.S. registered mail to the respective addresses set forth in Section 9.2 shall be effective service of process for any Proceeding in connection with this Agreement or the transactions contemplated herebyTHAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.10(b).
Appears in 2 contracts
Sources: Merger Agreement (Genelabs Technologies Inc /Ca), Merger Agreement (Glaxosmithkline PLC)
Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the parties hereto The Parties understand and agree that (a) the covenants and agreements on each of their parts herein contained are uniquely related to the desire of the Parties and their respective Affiliates to consummate the Transactions, (b) the Transactions are a unique business opportunity at a unique time for each of Trident and Patriot and their respective Affiliates, (c) irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case occur in the event that any of the provisions provision of this Agreement were not performed in accordance with their its specific terms terms, (d) although monetary damages may be available for the breach of such covenants and agreements including pursuant to Section 8.02(e) and Section 8.02(f), such monetary damages are not intended to and do not adequately compensate for the harm that would result from a breach of this Agreement, would be an inadequate remedy therefor and shall not be construed to diminish or were otherwise breached impair in any respect any party’s right to specific performance and (or any party hereto threatens such a breach)e) the right of specific performance is an integral part of the transactions contemplated by this Agreement and without that right none of the parties would have entered into this Agreement. It is accordingly agreed that, in addition to any other remedy that in may be available to it, including monetary damages, each of the event of a breach or threatened breach of this Agreement, the other parties hereto 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 exclusively in any New York State or federal court sitting in the Court Borough of Chancery Manhattan in The City of New York (or, if such court lacks subject matter jurisdiction, in any New York State or federal court located within the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court New York). Each of the United States located Parties further agrees that no Party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in the State of Delaware, connection with or as a condition to obtaining any remedy referred to in this being in addition to any other remedy to which they are entitled at law or in equity. Each party hereto irrevocably Section 8.05 and each Party waives any defenses based on adequacy objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any other remedy, whether at law such bond or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party heretosimilar instrument. In addition, each of the parties Parties irrevocably and unconditionally agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party hereto or its successors or assigns, shall be brought and determined exclusively in any New York State or federal court sitting in the ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ in The City of New York (i) or, if such court lacks subject matter jurisdiction, in any New York State or federal court located within the State of New York). Each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, 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) aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions 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 aforesaid 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 9.2. Each of the CompanyParties hereby irrevocably waives, Parent and Merger Sub hereby agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 8.05, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of any processnotice, summonsattachment prior to judgment, notice attachment in aid of execution of judgment, execution of judgment or document by U.S. registered mail otherwise) and (c) to the respective addresses set forth fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in Section 9.2 shall be effective service such court is brought in an inconvenient forum, (ii) the venue of process for any Proceeding in connection with such suit, action or proceeding is improper or (iii) this Agreement Agreement, or the transactions contemplated herebysubject matter hereof, may not be enforced in or by such courts.
Appears in 2 contracts
Sources: Merger Agreement (Tyco International LTD), Merger Agreement (Pentair Inc)
Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the The parties hereto agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case 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 (or any party hereto threatens such a breach)breached. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto 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 courts of the State of Delaware New York located in New York County 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 DelawareNew York City, this being in addition to any other remedy to which they are such party is entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties hereto (i) irrevocably submits consents to submit itself to the personal jurisdiction of the Court of Chancery courts of the County and State of Delaware New York or any court of the United States located in the State of Delaware New York City in the event any dispute arises out of the interpretation and enforcement of the provisions of this Agreement or any of the transactions contemplated by this Agreement, (ii) hereby waives and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it will is not attempt to deny subject thereto or defeat that such personal jurisdiction by motion action, suit or other request for leave from proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such courtdocument may not be enforced in or by such courts, and (iii) irrevocably 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 courts of the State of Delaware New York 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 (iv) consents to service being made through the notice procedures set forth in Section 9.2. Each of the Company, Parent and 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 9.2 shall be effective service of process for any Proceeding in connection with this Agreement or the transactions contemplated herebyNew York City.
Appears in 1 contract
Sources: Merger Agreement (Midland Co)
Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the (a) The parties hereto agree that irreparable damage would occur, occur for which money damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case not suffice in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached (or and that the parties would not have any party hereto threatens such a breach)adequate remedy at law. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto non-breaching party shall be entitled to an injunction injunction, temporary restraining order or injunctions to prevent breaches other equitable relief exclusively in the Delaware Court of this Agreement Chancery enjoining any such breach and to enforce enforcing specifically the terms and provisions of this Agreement hereof, or in the Court of Chancery of event (but only in the State of Delaware or, if under applicable law exclusive event) that such court does not have subject matter jurisdiction over such matter is vested action or proceeding, in the federal courts, any court of the United States located District Court for the District of Delaware or another court sitting in the State state of Delaware, this being . The foregoing is in addition to any other remedy to which they are any party is entitled at law law, in equity or in equity. otherwise.
(b) Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding in connection with or with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by another party hereto or its successors or assigns shall be brought and determined exclusively in the Delaware Court of Chancery, or in the event (ibut only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware or another court sitting in the state of Delaware. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, 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) aforesaid courts and agrees that it will not bring any action in connection with or 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 aforesaid 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 9.2. Each of the Companyparties hereto hereby irrevocably waives, Parent and Merger Sub hereby agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding in connection with or with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve in accordance with this Section 7.8, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable Law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.
(c) Each of the parties hereto irrevocably consents to the service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth summons and complaint and any other process in Section 9.2 shall be effective service of process for any Proceeding other action in connection with or relating to this Agreement Agreement, on behalf of itself or its property, by the transactions contemplated herebypersonal delivery of copies of such process to such party or by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 7.5. Nothing in this Section 7.8 shall affect the right of any party hereto to serve legal process in any other manner permitted by Law.
Appears in 1 contract
Sources: Redemption Agreement (Johnsondiversey Holdings Inc)
Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the The parties hereto hereby acknowledge and agree that irreparable damage would occurthe failure of any party to perform its agreements and covenants hereunder, damages would be difficult including its failure to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case in take all actions pursuant thereto as are necessary on its part to the event that any consummation of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached (or any party hereto threatens such a breachMerger, will cause irreparable injury to the other parties. Subject to Section 10.2(d). It , it is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto 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 any Delaware state court 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 they are such party is entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties hereto (i) irrevocably submits consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of any Delaware state court 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 Agreementhereby, (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 a Delaware state court 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 9.211.1. Each of the Company, Parent and 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 9.2 11.1 shall be effective service of process for any Proceeding suit or proceeding in connection with this Agreement or the transactions contemplated hereby.
Appears in 1 contract
Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the 12.11.1. The parties hereto agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case occur in the event that any of the provisions of contained in this Agreement were not performed in accordance with their specific terms or were otherwise breached (or any party hereto threatens such a breach)breached. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement hereof 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 District Court for the Western District of Louisiana or in any state court located in the State of DelawareLouisiana, this being in addition to any other remedy to which they are entitled at law or in equity. Each party hereto irrevocably waives The parties hereby waive any defenses based on adequacy of any other remedy, whether defense that a remedy at law would be adequate and any requirement under any applicable law to post a bond or in equity, that might be asserted other security as a bar prerequisite to the remedy of obtaining specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party heretorelief. In addition, each of the parties hereto (ia) irrevocably submits 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 District Court for the Western District of Louisiana or of any state court located in the State of Delaware Louisiana 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, court and (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 District Court for the Western District of Louisiana or any state court located in the State of Delaware and (iv) consents to service being made through the notice procedures set forth in Section 9.2Louisiana.
12.11.2. Each of the Company, Parent party hereto acknowledges and Merger Sub hereby agrees that service any controversy that may arise under this agreement is likely to involve complicated and difficult issues and, therefore, it irrevocably and unconditionally waives any right it may have to a trial jury in respect of any process, summons, notice claim directly or document by U.S. registered mail indirectly arising out of or relating to the respective addresses set forth in Section 9.2 shall be effective service of process for any Proceeding in connection with this Agreement agreement or the transactions contemplated hereby. Each party hereto certifies and acknowledges that: (i) no representative, agent, or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of any proceeding, seek to enforce either of such waivers; (ii) it understands and has considered the implications of such waivers; (iii) it makes such waivers voluntarily; and (iv) it has been induced to enter into this agreement by, among other things, the mutual waivers and certifications in this Section 12.11.2.
Appears in 1 contract
Specific Performance; Jurisdiction. Notwithstanding any other provision The parties acknowledge that, in view of this Agreementthe uniqueness of the Business and the Transactions, the parties hereto agree that irreparable damage each party would occur, damages would be difficult to determine and would be not have an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case Law for money damages in the event that any this Agreement has not been performed in accordance with its terms, and therefore agrees that the other parties shall be entitled to specific enforcement of the terms hereof in addition to any other remedy to which it may be entitled at Law or in equity. The Company, on the one hand, and the Acquiror, on the other hand, hereby agree not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of this Agreement by the Company, on the one hand, or the Acquiror, on the other hand, and to specifically enforce the terms and provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached (or any party hereto threatens such a breach). It is accordingly agreed that in the event of a breach to prevent breaches or threatened breach breaches of, or to enforce compliance with, the covenants and obligations of each party under this Agreement, the other parties hereto shall be entitled to . Any party seeking an injunction or injunctions other Order to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over connection with any 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 they are entitled at law injunction or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party heretoOrder. In addition, each of the parties hereto (i) irrevocably submits consents to submit itself to the exclusive 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 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 9.28.3. Each of the Company, Parent Company and Merger Sub the 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 9.2 8.3 shall be effective service of process for any Proceeding suit or proceeding in connection with this Agreement or the transactions contemplated hereby.
Appears in 1 contract
Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the parties hereto The Parties agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case 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 (or any party hereto threatens such a breach)breached. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto Parties shall be entitled to an injunction or injunctions to prevent threatened, actual or continuing breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement Agreement, in each case without the need to prove actual damages or that monetary damages would be insufficient and without the necessity of posting bond or other security, in the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the state or federal courts, any court of the United States courts located in the County of New York, State of DelawareNew York, this being in addition to any other remedy to which they are such Party is entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties Parties hereto (ia) irrevocably submits 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 aforesaid courts 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 state or federal courts, any court of the United States courts located in the County of New York, State of Delaware New York and (ivd) consents to service being made through the notice procedures set forth in Section 9.23.5. Each of the Company, Parent Stockholder and Merger Sub Tiberius hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 9.2 3.5 shall be effective service of process for any Proceeding proceeding in connection with this Agreement or the transactions contemplated hereby. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION, CLAIM, ACTION OR LEGAL PROCEEDING BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Appears in 1 contract
Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the parties hereto The Parties agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case 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 (or any party hereto threatens such a breach)breached. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto 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 the Court of Chancery of the State of Delaware lacks jurisdiction, then in the applicable Delaware state court) 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 DelawareDelaware (or any court in which appeal from such courts may be taken), this being in addition to any other remedy to which they are such Party is entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties hereto Parties (ia) irrevocably submits 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 (or any court in which appeal from such courts may be taken) 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 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 (or any court in which appeal from such courts may be taken) and (ivd) consents to service being made through the notice procedures set forth in Section 9.27.5. Each of the Company, Parent Shareholders and Merger Sub Strike hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 9.2 7.5 shall be effective service of process for any Proceeding proceeding in connection with this Agreement or the transactions contemplated hereby.
Appears in 1 contract
Sources: Voting and Support Agreement (Sentinel Energy Services Inc.)
Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the (a) The parties hereto agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case in the event that occur if any of the provisions provision of this Agreement were not performed in accordance with their specific the terms or were otherwise breached (or any party hereto threatens such a breach). It is accordingly agreed hereof and that in the event of a breach or threatened breach of this Agreement, the other parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and or to enforce specifically the performance of the terms and provisions of this Agreement hereof 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 specified in the State of Delawarethis SECTION 12.4, this being in addition to any other remedy to which they are entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedyThe parties hereby waive, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by for specific performance, the defense of adequacy of a remedy at law and the posting of any bond or other party hereto. In addition, security in connection therewith.
(b) The parties each of the parties hereto (i) irrevocably submits itself submit to the personal jurisdiction of the Court of Chancery courts of the State of Delaware New York or any federal court of the United States of America located in the State State, City and County of Delaware New York solely in respect of the event any dispute arises out interpretation and enforcement of the provisions of this Agreement or any and in respect of the transactions contemplated by this Agreement, (ii) agrees hereby. The parties irrevocably agree 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 all claims in respect of the interpretation and enforcement of the provisions of this Agreement or any and in respect of the transactions contemplated hereby shall be heard and determined in such a New York State or federal court, and that such courts shall have exclusive jurisdiction with respect to such actions, except solely to the extent that all such courts shall lawfully decline to exercise such jurisdiction. Each of the parties hereby waives, and agrees not to assert, as a defense in any such action that it is not subject to such jurisdiction. The parties hereby waive, and agree not to assert, to the maximum extent permitted by law, as a defense in any such action, that such action may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agrees that mailing of process or other papers is connection with any such action in the manner provided in SECTION 14.4 or in such other manner as may be permitted by law, shall be valid and sufficient service thereof. Notwithstanding the foregoing, any party to this Agreement may assert a cross-claim or a third party claim against another party to 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 9.2. Each of the Company, Parent and Merger Sub hereby agrees that service of any process, summons, notice or document pending litigation filed by U.S. registered mail to the respective addresses set forth in Section 9.2 shall be effective service of process for any Proceeding in connection with this Agreement or the transactions contemplated herebya third party.
Appears in 1 contract
Sources: Wholesale Servicing Agreement (Mony America Variable Account L)
Specific Performance; Jurisdiction. Notwithstanding any other provision of this AgreementThe parties agree that, the parties hereto agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case 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 (breached. Therefore, in addition to any other right or remedy to which any party hereto threatens such a breach). It is accordingly agreed that may be entitled at law or in equity, the event obligations of a breach or threatened breach of the Company under this Agreement, including the other parties hereto Company’s obligation to sell the Shares and the Transferred Assets to the Acquiror, and the obligations of the Acquiror under this Agreement, including the Acquiror’s obligation to purchase and acquire the Shares and the Transferred Assets and assume the Assumed Liabilities from the Company, shall be entitled to an injunction enforceable by a decree of specific performance issued by any state 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 courts in the State of DelawareNew York located in the borough of Manhattan in the City of New York, and appropriate injunctive relief may be applied for and granted in connection therewith, this being in addition to any other remedy to which they are such party is entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties hereto hereto
(i) irrevocably submits consents to submit itself to the exclusive jurisdiction, including personal jurisdiction jurisdiction, of the Court of Chancery of the State of Delaware any state or any court of the United States located federal courts in the State of Delaware New York located in the borough of Manhattan in the City of New York in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) irrevocably waives, to the fullest extent it may effectively do so under applicable Law, any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding brought in any such court and any claim that any suit, action or proceeding brought in any such court has been brought in an inconvenient forum, (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iiiiv) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court or tribunal anywhere in the world 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 any state or federal courts, any court of the United States located courts in the State of Delaware New York located in the borough of Manhattan in the City of New York and it will not contest or attack the enforcement of any judgment entered into in any such court or tribunal in which enforcement is sought and (ivv) consents to service being made through the notice procedures set forth in Section 9.211.3. Each of the Company, Parent Company and Merger Sub the 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 9.2 11.3 shall be effective service of process for any Proceeding suit or proceeding in connection with this Agreement or the transactions contemplated hereby.
Appears in 1 contract
Sources: Purchase Agreement (Del Monte Corp)
Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the parties hereto The Parties agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case 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 (or any party hereto threatens such a breach)breached. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto 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 the Court of Chancery of the State of Delaware lacks jurisdiction, then in the applicable Delaware state court) 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 DelawareDelaware (or any court in which appeal from such courts may be taken), this being in addition to any other remedy to which they are such Party is entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties Parties hereto (ia) irrevocably submits 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 (or any court in which appeal from such courts may be taken) 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 (or any court in which appeal from such courts may be taken) and (ivd) consents to service being made through the notice procedures set forth in Section 9.27.4. Each of the Company, Parent Stockholders and Merger Sub Seller hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 9.2 7.4 shall be effective service of process for any Proceeding proceeding in connection with this Agreement or the transactions contemplated hereby.
Appears in 1 contract
Sources: Voting and Support Agreement (Hennessy Capital Acquisition Corp.)
Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the (a) The parties hereto agree that irreparable damage would occur, occur for which money damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case not suffice in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached (or and that the parties would not have any party hereto threatens such a breach)adequate remedy at Law. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto non-breaching party shall be entitled to an injunction injunction, temporary restraining order or injunctions to prevent breaches other equitable relief exclusively in the Delaware Court of this Agreement Chancery enjoining any such breach and to enforce enforcing specifically the terms and provisions of this Agreement hereof, or in the Court of Chancery of event (but only in the State of Delaware or, if under applicable law exclusive event) that such court does not have subject matter jurisdiction over such matter is vested action or proceeding, in the federal courts, any court of the United States located District Court for the District of Delaware or another court sitting in the State state of Delaware, this being . The foregoing is in addition to any other remedy to which they are any party is entitled at law Law, in equity or in equity. otherwise.
(b) Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding in connection with or with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgement in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns shall be brought and determined exclusively in the Delaware Court of Chancery, or in the event (ibut only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware or another court sitting in the state of Delaware. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, 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) aforesaid courts and agrees that it will not bring any action in connection with or 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 aforesaid 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 9.2. Each of the Companyparties hereto hereby irrevocably waives, Parent and Merger Sub hereby agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding in connection with or with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve in accordance with this Section 6.6, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgement, attachment in aid of execution of judgement, execution of judgement or otherwise) and (iii) to the fullest extent permitted by the applicable Law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.
(c) Each of the parties hereto irrevocably consents to the service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth summons and complaint and any other process in Section 9.2 shall be effective service of process for any Proceeding other action in connection with or relating to this Agreement Agreement, on behalf of itself or its property, by the transactions contemplated herebypersonal delivery of copies of such process to such party or by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 6.4. Nothing in this Section 6.6 shall affect the right of any party hereto to serve legal process in any other manner permitted by Law.
Appears in 1 contract
Specific Performance; Jurisdiction. (a) Notwithstanding any other provision of this Agreementanything to the contrary set forth herein or elsewhere, the parties hereto agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case 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 (or any party hereto threatens such a breach)breached. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto shall be entitled to seek 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 any federal courts, any court of the United States located of America sitting in the State of DelawareNew York City, this being in addition to any other remedy to which they are entitled at law or in equity. .
(b) Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties hereto (i) hereby irrevocably submits and unconditionally submits, for itself and its property, to the personal exclusive jurisdiction of the Court of Chancery of the any New York State of Delaware court or any federal court of the United States located of America sitting in the State of Delaware New York City, and any appellate court from any thereof, in the event any dispute arises action or proceeding arising 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 9.2. Each of the Company, Parent and 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 9.2 shall be effective service of process for any Proceeding in connection with this Agreement or the transactions contemplated herebyhereby or for recognition or enforcement of any judgment relating thereto (except to the extent such matter is required to be decided by an independent accountant as contemplated by this Agreement), and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
(c) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.
(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by applicable law.
Appears in 1 contract
Sources: Asset Purchase Agreement (Church & Dwight Co Inc /De/)
Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the (a) The parties hereto agree that irreparable damage for which monetary damages, even if available, would occur, damages would be difficult to determine and would not be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case occur in the event that any of the provisions provision of this Agreement were not performed by the Company in accordance with their specific the terms or were otherwise breached (or any party hereto threatens such a breach). It is accordingly agreed that in hereof and that, prior to the event of a breach or threatened breach valid termination of this AgreementAgreement pursuant to Article VII, the other parties hereto Parent and Merger Sub shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms hereof, in addition to any other remedy at law or equity.
(b) The Company shall be entitled to seek specific performance of Parent’s obligation to cause the Rollover Commitments to be funded to fund the Merger and to consummate the Merger only in the event that (i) Parent and Merger Sub are required to complete the Closing pursuant to Section 1.2, (ii) the Financing has been funded or will be funded at the Closing, (iii) Parent and Merger Sub fail to complete the Closing in accordance with Section 1.2 and (iv) the Company has irrevocably confirmed that if specific performance is granted and the Financing is funded, then the Closing will occur. For the avoidance of doubt, in no event shall the Company be entitled to enforce or seek to enforce specifically Parent’s obligation to cause the Rollover Commitments to be funded or to complete the Merger if the Financing has not been funded (or will not be funded at the Closing if the Rollover Commitments are funded at the Closing). Each of the parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement on the basis that the other parties have an adequate remedy at law or an award of specific performance is not an appropriate remedy for any reason at law or equity. Any party seeking an injunction or injunctions to prevent breaches of this Agreement when expressly available pursuant to the terms 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 they are entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar when expressly available pursuant to the remedy terms of specific performance of this Agreement shall not be required to provide any of the terms bond or provisions hereof other security in connection with any such order or injunctive relief in any action brought therefor by any other party hereto. injunction.
(c) In addition, each of the parties hereto (i) irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in any federal or state court located in the State of Delaware. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, 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) aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement hereby 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 aforesaid 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 9.2. Each of the Companyparties hereto hereby irrevocably waives, Parent and Merger Sub hereby agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve in accordance with this Section 8.5, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of any processnotice, summonsattachment prior to judgment, notice attachment in aid of execution of judgment, execution of judgment or document by U.S. registered mail otherwise) and (c) to the respective addresses set forth fullest extent permitted by the applicable law, any claim that (i) the suit, action or proceeding in Section 9.2 shall be effective service such court is brought in an inconvenient forum, (ii) the venue of process for any Proceeding in connection with such suit, action or proceeding is improper or (iii) this Agreement Agreement, or the transactions contemplated herebysubject matter hereof, may not be enforced in or by such courts.
Appears in 1 contract
Sources: Merger Agreement (Venoco, Inc.)
Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the (a) The parties hereto agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case in the event that occur if any of the provisions provision of this Agreement were not performed in accordance with their specific the terms or were otherwise breached (or any party hereto threatens such a breach). It is accordingly agreed hereof and that in the event of a breach or threatened breach of this Agreement, the other parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and or to enforce specifically the performance of the terms and provisions of this Agreement hereof 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 specified in the State of Delawarethis SECTION 12.4, this being in addition to any other remedy to which they are entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedyThe parties hereby waive, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by for specific performance, the defense of adequacy of a remedy at law and the posting of any bond or other party hereto. In addition, security in connection therewith.
(b) The parties each of the parties hereto (i) irrevocably submits itself submit to the personal jurisdiction of the Court of Chancery courts of the State of Delaware New York or any federal court of the United States of America located in the State State, City and County of Delaware New York solely in respect of the event any dispute arises out interpretation and enforcement of the provisions of this Agreement or any and in respect of the transactions contemplated by this Agreement, (ii) agrees hereby. The parties irrevocably agree 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 all claims in respect of the interpretation and enforcement of the provisions of this Agreement or any and in respect of the transactions contemplated hereby shall be heard and determined in such a New York State or federal court, and that such courts shall have exclusive jurisdiction with respect to such actions, except solely to the extent that all such courts shall lawfully decline to exercise such jurisdiction. Each of the parties hereby waives, and agrees not to assert, as a defense in any such action that it is not subject to such jurisdiction. The parties hereby waive, and agree not to assert, to the maximum extent permitted by law, as a defense in any such action, that such action may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agrees that mailing of process or other papers is connection with any such action in the manner provided in SECTION 14.4 or in such other manner as may be permitted by law, shall be valid and sufficient service thereof. Notwithstanding the foregoing, any party to this Agreement may assert a crossclaim or a third party claim against another party to 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 9.2. Each of the Company, Parent and Merger Sub hereby agrees that service of any process, summons, notice or document pending litigation filed by U.S. registered mail to the respective addresses set forth in Section 9.2 shall be effective service of process for any Proceeding in connection with this Agreement or the transactions contemplated herebya third party.
Appears in 1 contract
Sources: Broker Dealer and General Agent Servicing Agreement (Mony America Variable Account L)
Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the parties hereto The Parties agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case 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 (or any party hereto threatens such a breach)breached. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto 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 the Court of Chancery of the State of Delaware lacks jurisdiction, then in the applicable Delaware state court) 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 DelawareDelaware (or any court in which appeal from such courts may be taken), this being in addition to any other remedy to which they are such Party is entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties Parties hereto (ia) irrevocably submits 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 (or any court in which appeal from such courts may be taken) 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 (or any court in which appeal from such courts may be taken) and (ivd) consents to service being made through the notice procedures set forth in Section 9.27.5. Each of the Company, Parent Stockholders and Merger Sub the Seller hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 9.2 7.5 shall be effective service of process for any Proceeding proceeding in connection with this Agreement or the transactions contemplated hereby.
Appears in 1 contract
Sources: Voting and Support Agreement (LF Capital Acquisition Corp.)
Specific Performance; Jurisdiction. Notwithstanding any other provision (a) The Parties understand and agree that the covenants and agreements on each of this Agreementtheir parts herein contained are uniquely related to the desire of the Parties and their respective Subsidiaries to consummate the Transactions, that the parties hereto Transactions are a unique business opportunity at a unique time for each of the Parties and their respective Subsidiaries, and further agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case occur in the event that any of the provisions provision of this Agreement were not performed in accordance with their its specific terms or were otherwise breached (or any party hereto threatens and further agree that, although monetary damages may be available for the breach of such a breach)covenants and agreements, monetary damages would be an inadequate remedy therefor. The Parties understand and agree that the right of specific performance is an integral part of the Transactions and, without that right, none of the Parties would have entered into this Agreement. It is accordingly agreed that, in addition to any other remedy that in may be available to it at Law or equity, including monetary damages, each of the event of a breach or threatened breach of this Agreement, the other parties hereto Parties shall be entitled to seek an injunction or injunctions to prevent actual or threatened breaches of any of the terms, conditions or provisions of this Agreement and to enforce specifically the terms and provisions of this Agreement exclusively in the Delaware Court of Chancery of and any state appellate court therefrom within the State of Delaware (or, if under applicable law exclusive the Delaware Court of Chancery declines to accept jurisdiction over such matter is vested in the federal courtsa particular matter, any state or federal court of the United States located in within the State of Delaware). Each of the Parties further agrees that no Party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this being in addition Section 11.05 and each Party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.
(b) No Party shall be liable to another Party or any of its Affiliates (or any of their respective Affiliates) for any exemplary damages or punitive damages, or any other remedy damages to which they are entitled at law the extent not reasonably foreseeable, arising out of or in equity. connection with this Agreement, the Separation Agreement or any Other Transaction Document (in each case, unless any such damages are payable to a third party pursuant to a Third-Party Claim).
(c) Each party hereto of the Parties irrevocably waives and unconditionally agrees that any defenses based on adequacy Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any other remedy, whether at law or judgment in equity, that might be asserted as a bar to respect of this Agreement and the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action rights and obligations arising hereunder brought therefor by any other party heretoParty or Parties or their respective successors or assigns, shall be brought and determined exclusively in 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 state or federal court within the State of Delaware). In addition, each Each of the parties hereto (i) Parties hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, 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) aforesaid courts and 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 of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal aforesaid 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 9.2. Each of the CompanyParties hereby irrevocably waives, Parent and Merger Sub hereby agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 11.05, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of any processnotice, summonsattachment prior to judgment, notice attachment in aid of execution of judgment, execution of judgment or document by U.S. registered mail otherwise) and (iii) to the respective addresses set forth fullest extent permitted by the applicable Law, any claim that (x) the Action in Section 9.2 shall be effective service such court is brought in an inconvenient forum, (y) the venue of process for any Proceeding in connection with such Action is improper or (z) this Agreement Agreement, or the transactions contemplated herebysubject matter hereof, may not be enforced in or by such courts.
Appears in 1 contract
Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the (a) The parties hereto agree that irreparable damage would occur, occur for which money damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case not suffice in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached (or and that the parties would not have any party hereto threatens such a breach)adequate remedy at law. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto any non-breaching party shall be entitled to an injunction, temporary restraining order or other equitable relief exclusively in the Delaware Court of Chancery enjoining any such breach and enforcing specifically the terms and provisions hereof, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware or another court sitting in the state of Delaware. Each party agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of such party under this Agreement. Any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to post a bond or undertaking in connection with such order or injunction sought in accordance with the Court terms of Chancery this Section 4.13(a). The provisions 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 Section 4.13(a) are in addition to any other remedy to which they are any party is entitled at law law, in equity or in equity. otherwise.
(b) Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding in connection with or with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns shall be brought and determined exclusively in the Delaware Court of Chancery, or in the event (ibut only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware or another court sitting in the state of Delaware. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, 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) aforesaid courts and agrees that it will not bring any action in connection with or 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 aforesaid 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 9.2. Each of the Companyparties hereto hereby irrevocably waives, Parent and Merger Sub hereby agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding in connection with or with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve in accordance with this Section 4.13, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable Law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.
(c) Each of the parties hereto irrevocably consents to the service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth summons and complaint and any other process in Section 9.2 shall be effective service of process for any Proceeding other action in connection with or relating to this Agreement Agreement, on behalf of itself or its property, by the transactions contemplated herebypersonal delivery of copies of such process to such party or by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 4.8. Nothing in this Section 4.13 shall affect the right of any party hereto to serve legal process in any other manner permitted by Law.
Appears in 1 contract
Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the parties hereto The Parties understand and agree that (a) the covenants and agreements on each of their parts herein contained are uniquely related to the desire of the Parties and their respective Affiliates to consummate the Transactions, (b) the Transactions are a unique business opportunity at a unique time for each of Trident and Patriot and their respective Affiliates, (c) irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case occur in the event that any of the provisions provision of this Agreement were not performed in accordance with their its specific terms terms, (d) although monetary damages may be available for the breach of such covenants and agreements including pursuant to Section 8.02(e) and Section 8.02(f), such monetary damages are not intended to and do not adequately compensate for the harm that would result from a breach of this Agreement, would be an inadequate remedy therefor and shall not be construed to diminish or were otherwise breached impair in any respect any party’s right to specific performance and (or any party hereto threatens such a breach)e) the right of specific performance is an integral part of the transactions contemplated by this Agreement and without that right none of the parties would have entered into this Agreement. It is accordingly agreed that, in addition to any other remedy that in may be available to it, including monetary damages, each of the event of a breach or threatened breach of this Agreement, the other parties hereto 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 exclusively in any New York State or federal court sitting in the Court Borough of Chancery Manhattan in The City of New York (or, if such court lacks subject matter jurisdiction, in any New York State or federal court located within the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court New York). Each of the United States located Parties further agrees that no Party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in the State of Delaware, connection with or as a condition to obtaining any remedy referred to in this being in addition to any other remedy to which they are entitled at law or in equity. Each party hereto irrevocably Section 8.05 and each Party waives any defenses based on adequacy objection to the imposition of such relief or any right it may have to require the obtaining, Table of Contents furnishing or posting of any other remedy, whether at law such bond or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party heretosimilar instrument. In addition, each of the parties Parties irrevocably and unconditionally agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party hereto or its successors or assigns, shall be brought and determined exclusively in any New York State or federal court sitting in the Borough of Manhattan in The City of New York (i) or, if such court lacks subject matter jurisdiction, in any New York State or federal court located within the State of New York). Each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, 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) aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions 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 aforesaid 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 9.2. Each of the CompanyParties hereby irrevocably waives, Parent and Merger Sub hereby agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 8.05, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of any processnotice, summonsattachment prior to judgment, notice attachment in aid of execution of judgment, execution of judgment or document by U.S. registered mail otherwise) and (c) to the respective addresses set forth fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in Section 9.2 shall be effective service such court is brought in an inconvenient forum, (ii) the venue of process for any Proceeding in connection with such suit, action or proceeding is improper or (iii) this Agreement Agreement, or the transactions contemplated herebysubject matter hereof, may not be enforced in or by such courts.
Appears in 1 contract
Sources: Merger Agreement (Tyco Flow Control International Ltd.)
Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the parties hereto The Parties agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case 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 (or any party hereto threatens such a breach)breached. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto 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 the Court of Chancery of the State of Delaware lacks jurisdiction, then in the applicable Delaware state court) 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 DelawareDelaware (or any court in which appeal from such courts may be taken), this being in addition to any other remedy to which they are such Party is entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties hereto Parties (ia) irrevocably submits 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 (or any court in which appeal from such courts may be taken) 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 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 (or any court in which appeal from such courts may be taken) and (ivd) consents to service being made through the notice procedures set forth in Section 9.27.5. Each of the Company, Parent Stockholders and Merger Sub the Seller hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 9.2 7.5 shall be effective service of process for any Proceeding proceeding in connection with this Agreement or the transactions contemplated hereby.
Appears in 1 contract
Sources: Voting and Support Agreement (Hennessy Capital Acquisition Corp. III)
Specific Performance; Jurisdiction. Notwithstanding The rights and remedies of the parties shall be cumulative with and not exclusive of any other provision of this Agreement, the parties hereto remedy conferred hereby. The Parties agree that irreparable damage would occur, damages occur and that the parties would be difficult to determine and would be an insufficient remedy and no other not have any adequate remedy would exist at law or in equity, in each case in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached (or any party hereto threatens such a breach)breached. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto Parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement Agreement, including such FPAC Shareholder’s obligations to vote its FPAC Shares as provided in the Court of Chancery of the State of Delaware orthis Agreement, if under applicable law exclusive jurisdiction over such matter is vested in the any state or federal courts, any court of the United States located in New York County, New York without proof of actual damages or the State inadequacy of Delaware, this being in addition to any other monetary damages as a remedy to which they are entitled at law or in equity. Each (and each party hereto irrevocably hereby waives any defenses based on adequacy requirement for the securing or posting of any other bond in connection with such remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto). In addition, each of the parties hereto Parties (ia) irrevocably submits consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware state or federal courts located in New York County, New York (or any court of the United States located in the State of Delaware which appeal from such courts may be taken) 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 Action relating to this Agreement or any of the transactions contemplated by this Agreement in any other state or federal court other than the Court of Chancery of the State of Delaware orlocated in New York County, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, New York (or any court of the United States located in the State of Delaware which appeal from such courts may be taken) and (ivd) consents to service being made through the notice procedures set forth in Section 9.27.5. Each of the Company, Parent FPAC Shareholder and Merger Sub he GB Parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 9.2 7.5 shall be effective service of process for any Proceeding proceeding in connection with this Agreement or the transactions contemplated hereby.
Appears in 1 contract
Sources: Voting and Support Agreement (Far Point Acquisition Corp)
Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the The parties hereto agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case 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 (or any party hereto threatens such a breach)breached. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto 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 Chancery 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 they are entitled at law or in equity. Each party hereto irrevocably waives agrees that it will not seek and will agree to waive any defenses based on adequacy requirement for the securing or posting of any a bond in connection with the other remedy, whether at law party’s seeking or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or obtaining such injunctive relief in any action brought therefor by any other party heretorelief. In addition, each of the parties hereto (ia) irrevocably submits consents to submit itself to the personal jurisdiction of the Chancery 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, and (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 Chancery Court of the State of Delaware. In the event it is determined that the Chancery Court of the State of Delaware ordoes not have jurisdiction with respect to any dispute arising out of this Agreement or the transactions contemplated, if under applicable law exclusive jurisdiction over such matter is vested all reference in this Section 11.11 to the federal courts, any court Chancery Court of the United States State of Delaware shall be deemed to include any other court located in the State of Delaware and (iv) consents solely with respect to service being made through such claim. Any suit, action or proceeding brought by the notice procedures set forth in Majority Shareholder pursuant to Section 9.2. Each 11.05, to enforce any provision of, or based on any matter arising out of the Company, Parent and 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 9.2 shall be effective service of process for any Proceeding in connection with this Agreement or the transactions contemplated herebyAgreement, must comply with this Section 11.11.
Appears in 1 contract
Specific Performance; Jurisdiction. Notwithstanding any other provision The Parties understand and agree that the covenants and agreements on each of this Agreementtheir parts herein contained are uniquely related to the desire of the Parties and their respective Affiliates to consummate the Transactions, that the parties hereto Transactions are a unique business opportunity at a unique time for each of Entergy and ITC and their respective Affiliates, and further agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case occur in the event that any of the provisions provision of this Agreement were not performed in accordance with their its specific terms or were otherwise breached (or any party hereto threatens and further agree that, although monetary damages may be available for the breach of such a breach)covenants and agreements, monetary damages would be an inadequate remedy therefor. It is accordingly agreed that, in addition to any other remedy that in may be available to it, including monetary damages, each of the event of a breach or threatened breach of this Agreement, the other parties hereto 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 exclusively in the Delaware Court of Chancery of and any state appellate court therefrom within the State of Delaware (or, if under applicable law exclusive the Delaware Court of Chancery declines to accept jurisdiction over such matter is vested in the federal courtsa particular matter, any state or federal court of the United States located in within the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity). Each of the Parties further agree that no party hereto irrevocably to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining Table of Contents any remedy referred to in this Section 11.04 and each party waives any defenses based on adequacy objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any other remedy, whether at law such bond or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party heretosimilar instrument. In addition, each of the parties Parties irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (i) or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, 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) aforesaid courts and 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 aforesaid 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 9.2. Each of the CompanyParties hereby irrevocably waives, Parent and Merger Sub hereby agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 11.04, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of any processnotice, summonsattachment prior to judgment, notice attachment in aid of execution of judgment, execution of judgment or document by U.S. registered mail otherwise) and (c) to the respective addresses set forth fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in Section 9.2 shall be effective service such court is brought in an inconvenient forum, (ii) the venue of process for any Proceeding in connection with such suit, action or proceeding is improper or (iii) this Agreement Agreement, or the transactions contemplated herebysubject matter hereof, may not be enforced in or by such courts.
Appears in 1 contract
Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the (a) The parties hereto hereby acknowledge and agree that irreparable damage would occur, damages would be difficult the failure of any party to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case in the event that any of this Agreement to perform the provisions of this Agreement were not performed hereof in accordance with their specific terms or were otherwise breached (or any party hereto threatens such a breach). It is accordingly agreed that in the event of a breach or threatened other breach of this Agreement, such provisions will cause irreparable injury to the other parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and for which damages, even if available, will not be an adequate remedy. Accordingly, the parties hereby consent to enforce specifically the terms and provisions issuance 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, injunctive relief by any court of the United States located in the State of Delaware, this being in addition competent jurisdiction to any other remedy to which they are entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy compel performance of any other remedyparty's obligations, whether at law or in equityincluding an injunction to prevent breaches, that might be asserted as a bar and to the granting by any such court of the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other and conditions hereof.
(b) Each party hereto. In addition, each of the parties hereto (i) hereby irrevocably submits itself and unconditionally consents to submit to the personal exclusive jurisdiction of the Court of Chancery courts of the State of Delaware or any court New York and of the United States of America located in the State of Delaware in New York for any actions, suits or proceedings arising out of or relating to this Agreement, the event matters referred to herein or the transactions contemplated hereby. Each party also hereby irrevocably and unconditionally waives any dispute arises objection to the laying of venue of any action, suit or proceeding arising out of this Agreement Agreement, the matters referred to herein 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 hereby in 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 the federal courts, any court New York or of the United States of America located in the State of Delaware New York, and (iv) consents hereby further irrevocably and unconditionally waives and agrees not to service being made through the notice procedures set forth plead or claim in Section 9.2. Each of the Companyany such court that any such action, Parent and Merger Sub hereby agrees that service of suit or proceeding brought in any process, summons, notice or document by U.S. registered mail to the respective addresses set forth such court has been brought in Section 9.2 shall be effective service of process for any Proceeding in connection with this Agreement or the transactions contemplated herebyan inconvenient forum.
Appears in 1 contract
Specific Performance; Jurisdiction. Notwithstanding any other provision of this Agreement, the The parties hereto agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case 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 (or any party hereto threatens such a breach)breached. It is accordingly agreed that in the event of a breach or threatened breach of this Agreement, the other parties hereto 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 New Castle County in the State of Delaware, this being in addition to any other remedy to which they are such party is entitled at law Law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto. In addition, each of the parties hereto (i) irrevocably submits 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 New Castle County in the State of Delaware (and, with respect to suits and proceedings alleging claims in which the exclusive subject matter jurisdiction of such claims is federal, the federal district court for the District 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 New Castle County in the State of Delaware (or, with respect to with respect to suits and proceedings alleging claims in which the exclusive subject matter jurisdiction of such claims is federal, the federal district court for the District of Delaware) and (iv) to the fullest extent permitted by Law, consents to service being made through the notice procedures set forth in Section 9.212.02. Each of the Company, Parent and Merger Sub party hereto hereby agrees that that, to the fullest extent permitted by Law, service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 9.2 12.02 shall be effective service of process for any Proceeding suit or proceeding in connection with this Agreement or the transactions contemplated hereby.
Appears in 1 contract
Sources: Purchase Agreement (BioScrip, Inc.)
Specific Performance; Jurisdiction. Notwithstanding any other provision The Parties understand and agree that the covenants and agreements on each of this Agreementtheir parts herein contained are uniquely related to the desire of the Parties and their respective Affiliates to consummate the Transactions, that the parties hereto Transactions are a unique business opportunity at a unique time for each of ▇▇▇▇▇▇▇, NetScout and Newco and their respective Affiliates, and further agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case occur in the event that any of the provisions provision of this Agreement were not performed in accordance with their its specific terms or were otherwise breached (or any party hereto threatens terms, and further agree that, although monetary damages may be available for the breach of such a breach)covenants and agreements, monetary damages would be an inadequate remedy therefor. It is accordingly agreed that, in addition to any other remedy that may be available to it, including monetary damages, each of the Parties (including NetScout for so long as the Merger Agreement has not been terminated in the event of a breach or threatened breach of this Agreement, the other parties hereto accordance with its terms) 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 exclusively in the Delaware Court of Chancery of and any state appellate court therefrom within the State of Delaware (or, if under applicable law exclusive the Delaware Court of Chancery declines to accept jurisdiction over such matter is vested in the federal courtsa particular matter, any state or federal court of the United States located in within the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity). Each of the Parties (including NetScout for so long as the Merger Agreement has not been terminated in accordance with its terms) further agrees that no party hereto irrevocably to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 9.04 and each Party waives any defenses based on adequacy objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any other remedy, whether at law such bond or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party heretosimilar instrument. In addition, each of the parties hereto Parties (iincluding NetScout for so long as the Merger Agreement has not been terminated in accordance with its terms) irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in 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 state or federal court within the State of Delaware). Each of the Parties (including NetScout for so long as the Merger Agreement has not been terminated in accordance with its terms) hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, 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) aforesaid courts and 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 aforesaid 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 9.2. Each of the CompanyParties (including NetScout for so long as the Merger Agreement has not been terminated in accordance with its terms) hereby irrevocably waives, Parent and Merger Sub hereby agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement: (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 9.04; (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of any processnotice, summonsattachment prior to judgment, notice attachment in aid of execution of judgment, execution of judgment or document by U.S. registered mail otherwise); and (c) to the respective addresses set forth fullest extent permitted by the applicable Law, any claim that: (i) the suit, action or proceeding in Section 9.2 shall be effective service such court is brought in an inconvenient forum; (ii) the venue of process for any Proceeding in connection with such suit, action or proceeding is improper; or (iii) this Agreement Agreement, or the transactions contemplated herebysubject matter hereof, may not be enforced in or by such courts.
Appears in 1 contract
Sources: Separation and Distribution Agreement (Netscout Systems Inc)