Common use of Specific Performance; Jurisdiction Clause in Contracts

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

Specific Performance; Jurisdiction. The Parties parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties 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 courts of the State of Delaware New York 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 City and County of DelawareNew York (collectively, the “Specified Courts”), this entitlement being in addition to any other remedy to which such Party party is entitled at law or in equity. In addition, each of the Parties parties hereto (ai) 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 Specified Courts in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (ciii) agrees that 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 Specified Courts and (div) consents to service being made through the notice procedures set forth in Section 6.510.1. Each of the Stockholder Company, Parent and the Company 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 6.5 10.1 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby.

Specific Performance; Jurisdiction. The Parties parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that Therefore, in addition to any other right or remedy to which any party may be entitled at law or in equity, the Parties obligations of the Sellers under this Agreement, including the Sellers’ obligation to sell the Transferred Interests to the Acquiror, and the Acquiror’s obligation to purchase and acquire the Transferred Interests from the Sellers, in each case at the Closing, and the Sellers’ obligations under Section 6.2, shall be entitled to an injunction or injunctions to prevent breaches enforceable by a decree of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery specific performance issued by a court of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the New York or of a federal courts, any court of the United States located sitting in the State and County of DelawareNew York, and appropriate injunctive relief may be applied for and granted in connection therewith, this being in addition to any other remedy to which such Party party is entitled at law or in equity. In addition, each of the Parties parties hereto (ai) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery courts of the State of Delaware or any court New York and of the United States located federal courts sitting in the State and County of Delaware New York in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (ciii) agrees that it will not bring any action Action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Court of Chancery courts of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in New York and the federal courts, any court of the United States located courts sitting in the State and County of Delaware New York and (div) consents to service being made through the notice procedures set forth in Section 6.58.2. Each of the Stockholder Sellers’ Representative, the Sellers, the Company and the Company 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 6.5 8.2 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby.

Specific Performance; Jurisdiction. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware or, if under applicable law Law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware, this being in addition to any other remedy to which such Party is entitled at law or in equity. In addition, each of the Parties hereto (a) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that 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 (d) consents to service being made through the notice procedures set forth in Section 6.57.5. Each of the Stockholder Stockholder, Parent, Intermediate Sub and the Company 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 6.5 7.5 shall be effective service of process for any proceeding in connection with this Agreement or the transactions contemplated hereby.

Specific Performance; Jurisdiction. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware, this being in addition to any other remedy to which such Party is entitled at law or in equity. In addition, each of the Parties hereto (a) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that 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 (d) consents to service being made through the notice procedures set forth in Section 6.57.4. Each of the Stockholder Stockholders, Parent and the Company 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 6.5 7.4 shall be effective service of process for any proceeding in connection with this Agreement or the transactions contemplated hereby.

Specific Performance; Jurisdiction. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over jurisdictionover such matter is vested in the federal courts, any court of the United States located in the State of Delaware, this being in addition to any other remedy to which such Party is entitled at law or in equity. In addition, each of the Parties hereto (a) consents a)consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the inthe State of Delaware and (d) consents to service being made through the notice procedures set forth in Section 6.57.5. Each of the Stockholder Shareholder and the Company Parent hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.5 7.5 shall be effective service of process for any proceeding in connection with this Agreement or the transactions contemplated hereby.

Specific Performance; Jurisdiction. The Parties parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties 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 such Party party is entitled at law Law or in equity. In addition, each of the Parties parties hereto (ai) 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, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (ciii) agrees that 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 (div) to the fullest extent permitted by Law, consents to service being made through the notice procedures set forth in Section 6.512.02. Each of the Stockholder and the Company 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 6.5 12.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby.. 62

Specific Performance; Jurisdiction. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware, this being in addition to any other remedy to which such Party is entitled at law or in equity. In addition, each of the Parties hereto (a) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that 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 (d) consents to service being made through the notice procedures set forth in Section 6.57.5. Each of the Stockholder and 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 6.5 7.5 shall be effective service of process for any proceeding in connection with this Agreement or the transactions contemplated hereby.

Specific Performance; Jurisdiction. The Parties parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware, this being in addition to any other remedy to which such Party party is entitled at law or in equity. In addition, each of the Parties parties hereto (ai) 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, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (ciii) agrees that 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 (div) consents to service being made through the notice procedures set forth in Section 6.59.2. Each of the Stockholder Company, Parent and the Company 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 6.5 9.2 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby.. SECTION 9.11

Specific Performance; Jurisdiction. The Parties parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breachedbreached by the Company. It is accordingly agreed that the Parties Parent 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 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, Maryland or any court of the United States located in the State of DelawareMaryland, this being in addition to any other remedy to which such Party party is entitled at law Law or in equity. In additionThe parties agree that the Company shall not be entitled to an injunction or injunctions to prevent breaches of this Agreement by Parent or Merger Sub or to enforce specifically the terms and provisions of this Agreement and that the Company’s sole and exclusive remedy with respect to any such breach shall be the remedy set forth in this Section 9.10 and Section 8.2, each and the parties hereto expressly disclaim that they are owed any duties not expressly set forth in this Agreement, and waive and release any and all tort claims and causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement. Each of the Parties parties hereto irrevocably (ai) consents to submit itself to the personal jurisdiction of the Court of Chancery courts of the State of Delaware Maryland or any court of the United States located in the State of Delaware Maryland in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (ciii) agrees that it will not bring any action Legal 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 or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, Maryland or any court of the United States located in the State of Delaware Maryland and (div) consents to service being made through the notice procedures set forth in Section 6.59.2. Each of the Stockholder Company, Parent and the Company 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 6.5 9.2 shall be effective service of process for any proceeding Legal Proceeding in connection with this Agreement or the transactions contemplated hereby.

Specific Performance; Jurisdiction. The Parties parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties 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 of America located in the State of DelawareNew York, this being in addition to any other remedy to which such Party party is entitled at law or in equity. In addition, each of the Parties parties hereto (a) consents agrees that Action with respect to submit itself to this Agreement or the personal jurisdiction of transactions contemplated hereby may be brought only in the Court of Chancery courts of the State of Delaware New York or any court the courts of the United States of America located in the State of Delaware New York, in each case located in the event any dispute arises out Borough of this Agreement or any Manhattan, City of New York, State of New York. Each of the transactions contemplated by this Agreement, (b) agrees that it will not attempt parties hereto submits to deny or defeat such personal the jurisdiction by motion or other request for leave from any such court, (c) 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 courts of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in New York and the federal courts, any court courts of the United States of America located in the State of Delaware and (d) consents New York over any Action with respect to service being made through this Agreement or the notice procedures set forth in Section 6.5transactions contemplated hereby. Each of the Stockholder parties hereto waives any objection that it may have to the venue of such Action in any such court or that such Action in such court was brought in an inconvenient court and agrees not to plead or claim the Company same. Each 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 6.5 11.2 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. . This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

Specific Performance; Jurisdiction. The Parties parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall parties may be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware, this being in addition to any other remedy to which such Party party is entitled at law or in equity. In addition, each of the Parties parties hereto (ai) 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, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (ciii) agrees that 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 (div) consents to service being made through the notice procedures set forth in Section 6.57.7. Each of the Stockholder Parent and the Company Stockholders hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.5 7.7 shall be effective service of process for any proceeding Proceeding in connection with this Agreement or the transactions contemplated hereby.