Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the parties hereto hereby irrevocably submit to the exclusive jurisdiction of and consent to service of process and venue in the state and federal courts in the County of New York, State of New York in any dispute, claim, controversy, action, suit or proceeding between the parties arising out of this Agreement which are permitted to be filed or determined in such court. Subject to Section 32 hereof, the parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The parties agree that process may be served in any action, suit or proceeding by mailing copies thereof by registered or certified mail (or its equivalent) postage prepaid, to the party’s address set forth in Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law.
Appears in 12 contracts
Sources: Asset Management Agreement (Colony NorthStar, Inc.), Asset Management Agreement (NorthStar Realty Europe Corp.), Asset Management Agreement (NorthStar Realty Europe Corp.)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law10.10.
Appears in 12 contracts
Sources: Stock Purchase Agreement (IBC Equity Holdings), Stock Purchase Agreement (CP US Income Group, LLC), Stock Purchase Agreement (Thalia Woods Management, Inc.)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law11.1.
Appears in 10 contracts
Sources: Share Exchange Agreement (Sentient Brands Holdings Inc.), Share Exchange Agreement (Sentient Brands Holdings Inc.), Share Exchange Agreement (Sentient Brands Holdings Inc.)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service any federal or other court located within the Province of process and venue in the state and federal courts in the County of New York, State of New York in Ontario over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by action on the judgment by or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law11.8.
Appears in 6 contracts
Sources: Purchase Agreement, Purchase Agreement (Dollar Financial Corp), Purchase Agreement (Dollar Financial Corp)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service of process and venue in the any federal or state and federal courts in court located within the County of New York, Santa ▇▇▇▇▇ in the State of New York in California over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law9.10.
Appears in 4 contracts
Sources: Stock and Asset Purchase Agreement (Metron Technology N V), Stock and Asset Purchase Agreement (Applied Materials Inc /De), Stock and Asset Purchase Agreement (Segal Edward D)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to Warrant and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law. Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by mailing copies delivery of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law14.
Appears in 4 contracts
Sources: Warrant Agreement (Metrocall Holdings Inc), Common Stock Purchase Warrant (Leucadia National Corp), Warrant Agreement (Metrocall Holdings Inc)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service any federal or state court located within the Borough of process and venue in the state and federal courts in the County of New YorkManhattan, State of New York in over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law9.16 hereof.
Appears in 3 contracts
Sources: Common Stock Purchase Agreement (Consumer Direct of America), Common Stock Purchase Agreement (Consumer Direct of America), Common Stock Purchase Agreement (Crusader Capital Partners II LLC)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in Texas over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law7.2.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Ivi Communications Inc), Stock Purchase Agreement (Ivi Communications Inc), Stock Purchase Agreement (Ivi Communications Inc)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New YorkK▇▇▇ County, State of New York in TN over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law10.9 hereof.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Idleaire Technologies Corp), Securities Purchase Agreement (Idleaire Technologies Corp), Securities Purchase Agreement (Idleaire Technologies Corp)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the 10.6.1 The parties hereto hereby irrevocably submit to the exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York Michigan over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any dispute, claim, controversysuit, action, suit or proceeding between the parties arising out of this Agreement which are permitted to related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by Law.
10.6.2 Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law10.9.
Appears in 3 contracts
Sources: Purchase Agreement (Regal Beloit Corp), Purchase Agreement (Tecumseh Products Co), Purchase Agreement (Tecumseh Products Co)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the parties hereto (a) The Parties hereby irrevocably submit to the exclusive jurisdiction of and consent to service of process and venue in the state and federal courts located in the County Borough of New YorkManhattan, State of New York in City, over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or the Contribution Transaction and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the parties The Parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The parties agree Each of the Parties agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by Law.
(b) Each of the Parties hereto hereby consents to process being served by any Party to this Agreement in any suit, suit action or proceeding by mailing copies delivery of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law9.5.
Appears in 3 contracts
Sources: Contribution Agreement (TerraForm Power, Inc.), Contribution Agreement (TerraForm Power, Inc.), Contribution Agreement
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in Florida over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered in accordance with the provisions of Section 10.9.
(c) If any legal action or certified mail (any arbitration or its equivalent) postage prepaid, to other proceeding is brought for the party’s address set forth in Section 22 enforcement or interpretation of this Agreement Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with or related to such this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys' fees and other address costs in connection with that action or proceeding, in addition to any other relief to which the party shall have given written notice to the other party. The parties agree that such service shall it or they may be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by lawentitled.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Omnireliant Holdings, Inc.), Stock Purchase Agreement (Abazias Inc), Merger Agreement (Omnireliant Holdings, Inc.)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service of process and venue any federal or state court sitting in New York City, or in the state and federal courts in alternative within the County State of New York, State of New York in over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process may be served in any action, suit or proceeding by mailing copies thereof by registered or certified mail (or its equivalent) postage prepaid, to the party’s address set forth in Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party a judgment in any such action, dispute may be enforced in other jurisdictions by suit on the judgment or proceeding and shall, to the fullest extent permitted in any other manner provided by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right Law.
(b) Each of the parties hereto hereby consents to serve process being served by any party to this Agreement in any manner permitted suit, action or proceeding in New York by lawthe mailing of a copy thereof in accordance with the provisions of Section 6.11.
Appears in 2 contracts
Sources: Restructuring Agreement (Netia Holdings Sa), Restructuring Agreement (Montpelier Asset Management LTD)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service any federal or state court located within the Borough of process and venue in the state and federal courts in the County of New YorkManhattan, State of New York in over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law9.10 hereof.
Appears in 2 contracts
Sources: Stock Purchase Agreement (El Sitio Inc), Share Purchase Agreement (El Sitio Inc)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in California over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by mailing copies delivery of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law12.5.
Appears in 2 contracts
Sources: Merger Agreement (Stratus Media Group, Inc), Merger Agreement (Stratus Media Group, Inc)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service any federal or state court located within the Borough of process and venue in the state and federal courts in the County of New YorkManhattan, State of New York in over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law8.10 hereof.
Appears in 2 contracts
Sources: Share Purchase Agreement (El Sitio Inc), Share Purchase Agreement (El Sitio Inc)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service any federal or state court located within the City of process and venue in the state and federal courts in the County of New YorkLos Angeles, State of New York in California over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law11.1.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (GBT Technologies Inc.), Exchange Agreement (Gopher Protocol Inc.)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in over any dispute, claim, controversy, action, suit or proceeding dispute solely between the parties hereto arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by mailing copies delivery of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law9.8.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Metrocall Holdings Inc), Asset Purchase Agreement (Leucadia National Corp)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by Law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law9.10.
Appears in 2 contracts
Sources: Stock Purchase Agreement (TNS Inc), Stock Purchase Agreement (Psinet Inc)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service any U.S. federal or state court located within the Borough of process and venue in the state and federal courts in the County of New YorkManhattan, State of New York in over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law3.1 hereof.
Appears in 2 contracts
Sources: Registration Rights Agreement (1945 Carlton Investments LLC), Registration Rights Agreement (Hicks Thomas O)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service any federal or state court located within the City of process and venue in the state and federal courts in the County of New YorkWilmington, State of New York in Delaware over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by mailing copies the delivery of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law11.6.
Appears in 2 contracts
Sources: Transfer and Contribution Agreement (Resource America, Inc.), Transfer and Contribution Agreement (Resource Capital Corp.)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered in accordance with the provisions of Section 10.10.
(c) If any legal action or certified mail (any arbitration or its equivalent) postage prepaid, to other proceeding is brought for the party’s address set forth in Section 22 enforcement or interpretation of this Agreement Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with or related to such this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys' fees and other address costs in connection with that action or proceeding, in addition to any other relief to which the party shall have given written notice to the other party. The parties agree that such service shall it or they may be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by lawentitled.
Appears in 2 contracts
Sources: Purchase Agreement (Blackbird Petroleum Corp), Purchase Agreement (Ark Development Inc)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the exclusive jurisdiction of and consent to service of process and venue in the any federal or state and federal courts in court located within the County of New York▇▇▇▇▇▇, State of New York in Texas, over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto shall be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law6.06 hereof.
Appears in 2 contracts
Sources: Series a Preferred Stock Purchase Agreement (Vincera, Inc.), Series a Preferred Stock Purchase Agreement (Vincera, Inc.)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law9.10.
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement (TheRetirementSolution.com, Inc.), Asset Purchase Agreement (TheRetirementSolution.com, Inc.)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof13(j) above, the parties hereto hereby irrevocably submit to the exclusive jurisdiction of and consent to service of process and venue in the state and federal courts in the County of New York, State of New York in any dispute, claim, controversy, action, suit or proceeding between the parties arising out of this Agreement which are permitted to be filed or determined in such court. Subject to Section 32 hereof13(i) above, the parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The parties agree that process may be served in any action, suit or proceeding by mailing copies thereof by registered or certified mail (or its equivalent) postage prepaid, to the party’s address set forth in Section 22 13(g) of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 13(j) shall affect the right of the parties to serve process in any manner permitted by law.
Appears in 2 contracts
Sources: Strategic Digital Assets Services Agreement (Volcon, Inc.), Asset Management Agreement (Upexi, Inc.)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the THE PARTIES HEREBY IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY A JURY. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law. Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law7.8 hereof.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Counsel Corp), Securities Purchase Agreement (Winter Harbor LLC)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the parties hereto (a) Each Party hereby irrevocably submit submits to the non-exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and such Party hereby irrevocably agrees that all claims in respect of such dispute or any Legal Proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the parties Each Party hereby irrevocably waivewaives, to the fullest extent permitted by applicable lawLaw, any objection which they he, she or it may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The parties agree Each of the Parties agrees that process may be served in any action, suit or proceeding by mailing copies thereof by registered or certified mail (or its equivalent) postage prepaid, to the party’s address set forth in Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party a judgment in any such action, dispute may be enforced in other jurisdictions by suit on the judgment or proceeding and shall, to the fullest extent permitted in any other manner provided by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right Law.
(b) Each of the parties Parties hereby consents to serve process being served by any Party in any manner permitted Legal Proceeding by lawthe mailing of a copy thereof in accordance with the provisions of Section 11.10.
Appears in 2 contracts
Sources: Purchase Agreement, Purchase Agreement (Perrigo Co)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the THE PARTIES HEREBY IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY A JURY. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law6.9 hereof.
Appears in 2 contracts
Sources: Warrant Exchange Agreement (Winter Harbor LLC), Warrant Exchange Agreement (I Link Inc)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law10.10.
Appears in 2 contracts
Sources: Stock Purchase Agreement (CTT International Distributors Inc.), Share Exchange Agreement (Jaguar Investments Inc)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the exclusive jurisdiction of and consent to service the courts of process and venue in the state and federal courts in the County of New York, State of New York in England over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by mailing copies delivery of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law10.6.
Appears in 2 contracts
Sources: Share Purchase Agreement (Warner Electric International Holding, Inc.), Share Purchase Agreement (Altra Industrial Motion, Inc.)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the exclusive jurisdiction of and consent to service of process and venue in the any federal or state and federal courts in court located within the County of New York▇▇▇▇▇▇, State of New York in Texas over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto shall be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law4.06 hereof.
Appears in 2 contracts
Sources: Voting Agreement (Vincera, Inc.), Voting Agreement (Vincera, Inc.)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the exclusive jurisdiction of and consent to service of process and venue in the any federal or state and federal courts in court located within the County of New York▇▇▇▇▇▇, State of New York in Texas, over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto shall be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law4.5 hereof.
Appears in 2 contracts
Sources: Co Sale and First Refusal Agreement (Vincera, Inc.), Co Sale and First Refusal Agreement (Vincera, Inc.)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law10.11.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Seacor Smit Inc), Stock Purchase Agreement (Seacor Smit Inc)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in Delaware over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law12.10.
Appears in 2 contracts
Sources: Merger Agreement (Idx Systems Corp), Merger Agreement (Allscripts Inc /Il)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in Delaware over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by mailing copies delivery of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law13.5.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Stratus Media Group, Inc)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the exclusive jurisdiction of and consent to service of process and venue in the state and federal courts sitting in the County of New York, State of New York located in the City of New York over any dispute, claim, controversy, action, suit or legal proceeding between the parties arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereto hereby irrevocably agrees that all claims in respect of such legal proceeding may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereto hereby irrevocably waive, to the fullest extent permitted by applicable law, waive any objection which they may now or hereafter have to the laying of venue of any such dispute legal proceeding brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The parties agree that process may be served in any action, suit or proceeding by mailing copies thereof by registered or certified mail (or its equivalent) postage prepaid, to the party’s address set forth in Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree claim that such service shall be deemed legal proceeding brought in every respect effective service of process upon such party court has been brought in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such partyan inconvenient forum. Nothing in this Section 33 shall affect the right Each of the parties to serve process hereto agrees that a judgment in such legal proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner permitted provided by law.
(b) Each of the parties hereto hereby irrevocably consents to process being served by any party to this Agreement in any legal proceeding by delivery of a copy thereof in accordance with the provisions of Section 8.2.
Appears in 2 contracts
Sources: Shareholder Agreement (Reliant Software, Inc.), Shareholder Agreement (Community Choice Financial Inc.)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law9.9.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Roo Group Inc), Asset Purchase Agreement (Roo Group Inc)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the exclusive jurisdiction of and consent to service of process and venue in the any federal or state and federal courts in court located within the County of New York▇▇▇▇▇▇, State of New York in Texas, over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto shall be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law3.5 hereof.
Appears in 2 contracts
Sources: Investors' Rights Agreement (Vincera, Inc.), Investors' Rights Agreement (Vincera, Inc.)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law8.8.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Detection Systems Inc), Stock Purchase Agreement (Numerex Corp /Pa/)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in Kansas over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law10.10.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Titan Global Holdings, Inc.), Stock Purchase Agreement (Titan Global Holdings, Inc.)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in Delaware over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law10.10.
Appears in 2 contracts
Sources: Option Agreement (Amarantus Bioscience Holdings, Inc.), Asset Purchase Agreement (Zonagen Inc)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service any federal or state court located within the Borough of process and venue in the state and federal courts in the County of New YorkManhattan, State of New York in over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law. Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law2.3 hereof.
Appears in 2 contracts
Sources: Registration Rights Agreement (Consumer Direct of America), Common Stock Purchase Agreement (Consumer Direct of America)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in Delaware over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law9.11.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Eon Communications Corp), Stock Purchase Agreement (North Atlantic Trading Co Inc)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the exclusive jurisdiction of any federal or state court located within the borough of Manhattan of the City, County and consent to service of process and venue in the state and federal courts in the County of New York, State of New York in over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by Law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by mailing copies the delivery of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law12.7.
Appears in 2 contracts
Sources: Stock Purchase Agreement (UCI Holdco, Inc.), Stock Purchase Agreement (United Components Inc)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service of process and venue in the any federal or state and federal courts in the County of New York, State of court located within New York in County, New York over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by Law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law13.10 hereof.
Appears in 1 contract
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto shall be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by Law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by mailing copies delivery of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law11.5.
Appears in 1 contract
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the exclusive personal jurisdiction of any state or federal court sitting in Minneapolis, Minnesota (and consent to service of process and venue in the state and federal courts in the County of New York, State of New York in any dispute, claim, controversy, action, suit or proceeding between the parties appellate court from any thereof) over any dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by Law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by mailing copies delivery of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law9.11.
Appears in 1 contract
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in Hawaii over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto shall be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by Law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by mailing copies delivery of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law11.5.
Appears in 1 contract
Sources: Asset Purchase Agreement (Ruths Hospitality Group, Inc.)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the exclusive jurisdiction of and consent to service of process and venue in the any federal or state and federal courts in the County of New Yorkcourt located within King County, State of New York in Washington, over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto shall be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law5.03 hereof.
Appears in 1 contract
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby, and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Eac h of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law. Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law7.7.
Appears in 1 contract
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in California over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered in accordance with the provisions of Section 10.10.
(c) If any legal action or certified mail (any arbitration or its equivalent) postage prepaid, to other proceeding is brought for the party’s address set forth in Section 22 enforcement or interpretation of this Agreement Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with or related to such this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys' fees and other address costs in connection with that action or proceeding, in addition to any other relief to which the party shall have given written notice to the other party. The parties agree that such service shall it or they may be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by lawentitled.
Appears in 1 contract
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by Law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in Section 22 provisions of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by lawSECTION 10.10.
Appears in 1 contract
Sources: Stock Purchase Agreement (United Stationers Supply Co)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law8.10.
Appears in 1 contract
Sources: Stock Purchase Agreement (Halcyon Jets Holdings, Inc.)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in Delaware over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto shall be filed or heard and determined solely in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 10.5.
(c) The parties agree that process may be served irreparable damage would occur in the event that any action, suit or proceeding by mailing copies thereof by registered or certified mail (or its equivalent) postage prepaid, to of the party’s address set forth in Section 22 provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly the parties shall be entitled to such an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in addition to any other address remedy to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed they are entitled at law or in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by lawequity.
Appears in 1 contract
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service of process and venue any federal or state court located in the state and federal courts in the County of New York, State of New York in Delaware over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law. Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by mailing copies the delivery of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law7.6.
Appears in 1 contract
Sources: Asset Purchase Agreement (Dura Automotive Systems Inc)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the parties (a) The Parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in Jersey over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each Party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the parties The Parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The parties agree Each of the Parties hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the Parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by mailing copies delivery of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law11.8.
Appears in 1 contract
Sources: Collaboration Agreement (Pdi Inc)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service of process and venue ▇▇▇▇▇ County in the state and federal courts in the County of New York, State of New York in Nevada, USA over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law11.1.
Appears in 1 contract
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service of process and venue in the any federal or state and federal courts in the County of court located within New York, State of New York in over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law10.10.
Appears in 1 contract
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in Utah over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law10.10.
Appears in 1 contract
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the parties hereto (a) The Parties hereby irrevocably submit to the exclusive jurisdiction of any federal or state court located within New Castle County, Delaware over any dispute arising out of or relating to this Agreement or any of the Transactions, and consent to service each Party hereby irrevocably agrees that all claims in respect of process and venue in the state and federal courts in the County of New York, State of New York in such dispute or any dispute, claim, controversysuit, action, suit or proceeding between the parties arising out of this Agreement which are permitted to related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the parties The Parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The parties agree Each of the Parties agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by Law.
(b) Each of the Parties hereby consents to process being served by any Party in any suit, suit action or proceeding by mailing copies delivery of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law8.6.
Appears in 1 contract
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non- exclusive jurisdiction of and consent to service any federal or state court located within the Borough of process and venue in the state and federal courts in the County of New YorkManhattan, State of New York in over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law9.9 hereof.
Appears in 1 contract
Sources: Securities Purchase Agreement (Broadview Networks Holdings Inc)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service of process and venue in the any federal or state and federal courts in court located within the County of New YorkFairfax, State Commonwealth of New York in Virginia over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 13.11 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by lawAgreement.
Appears in 1 contract
Sources: Securities Purchase and Stockholder Agreement (Advanced Switching Communications Inc)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the exclusive jurisdiction of and consent to service any federal or state court located within the Commonwealth of process and venue in the state and federal courts in the County of New York, State of New York in Pennsylvania over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by mailing copies the delivery of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law10.6.
Appears in 1 contract
Sources: Real Estate Purchase and Sale Agreement (Core-Mark Holding Company, Inc.)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by Law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by mailing copies the delivery of a copy thereof by registered or certified mail in accordance with the provisions of Section 11.6.
(or its equivalentc) postage prepaidWITH RESPECT TO ANY CLAIM HEREUNDER, to the party’s address set forth in Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such actionEACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by lawANY RIGHT IT MAY HAVE TO A TRIAL BY JURY.
Appears in 1 contract
Sources: Asset Purchase Agreement (Lighting Science Group Corp)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the parties hereto (a) The Parties hereby irrevocably submit to the exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each Party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the parties The Parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The parties agree Each of the Parties agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the Parties hereby consents to process being served by any Party to this Agreement in any suit, suit action or proceeding by mailing copies the delivery of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law.13.1
Appears in 1 contract
Sources: Registration Rights Agreement (Archipelago Learning, Inc.)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service of process and venue in the any federal or state and federal courts in the court located within Dallas County of New York, the State of New York in Texas over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered in accordance with the provisions of Section 11.10.
(c) If any legal action or certified mail (any arbitration or its equivalent) postage prepaid, to other proceeding is brought for the party’s address set forth in Section 22 enforcement or interpretation of this Agreement Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with or related to such this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys' fees and other address costs in connection with that action or proceeding, in addition to any other relief to which the party shall have given written notice to the other party. The parties agree that such service shall it or they may be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by lawentitled.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Mesa Energy Holdings, Inc.)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in Maine over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto shall be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by Law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by mailing copies delivery of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law9.5.
Appears in 1 contract
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the parties (a) The Parties hereto hereby irrevocably submit to the exclusive personal jurisdiction of any state or federal court sitting in Minneapolis, Minnesota (and consent to service of process and venue in the state and federal courts in the County of New York, State of New York in any dispute, claim, controversy, action, suit or proceeding between the parties appellate court from any thereof) over any dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each Party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the parties The Parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The parties agree Each of the Parties hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by Law
(b) Each of the Parties hereto hereby consents to process being served by any Party to this Agreement in any suit, suit action or proceeding by mailing copies delivery of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law9.11.
Appears in 1 contract
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by mailing copies delivery of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law11.7.
Appears in 1 contract
Sources: Stock Purchase Agreement (Wabash National Corp /De)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service of process and venue in the any federal or state and federal courts in court located within the County of New YorkCook, State ▇▇ate of New York in Illinois over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law8.9.
Appears in 1 contract
Sources: Securities Purchase Agreement (MGC Communications Inc)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, (a) Each of the parties hereto hereby irrevocably submit submits to the non-exclusive jurisdiction of and consent to service of process and venue in the any federal or state and federal courts in court located within the County of New York, York in the State of New York in over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to Agreement, and agrees that all claims in respect of such dispute may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, Each of the parties hereby irrevocably waivewaives, to the fullest extent permitted by applicable law, any objection which they it or he may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in Section 22 provisions of Clause 7 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such actionAgreement.
(c) EACH OF PARTIES HERETO IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, suit or proceeding and shallPROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by lawTORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT.
Appears in 1 contract
Sources: Management and Construction Supervision Agreement (APT Sunshine State LLC)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in Nevada over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law10.10.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Fortune Entertainment Corp /De/)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non- exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in Nevada over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law10.11.
Appears in 1 contract
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service any federal or state court located within the City of process and venue in the state and federal courts in the County of New YorkWilmington, State of New York in Delaware over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by mailing copies the delivery of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law11.6 .
Appears in 1 contract
Sources: Transfer and Contribution Agreement
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in Connecticut over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law10.10.
Appears in 1 contract
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service any federal or state court located within the Borough of process and venue in the state and federal courts in the County of New YorkManhattan, State of New York in over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law6.5 hereof.
Appears in 1 contract
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in Iowa over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby, and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto shall be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by Law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by mailing copies the delivery of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law12.6.
Appears in 1 contract
Sources: Asset Purchase Agreement (Core-Mark Holding Company, Inc.)
Submission to Jurisdiction; Consent to Service of Process. Subject (a) Any litigation against any party hereto, including any to Section 32 hereofenforce any judgment entered by any court in respect of any thereof may be brought in any federal or state court of competent jurisdiction located in State of New York, and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of and consent to service of process and venue in the any federal or state and federal courts in the County of court located within New York, State of New York in York, over any dispute, claim, controversy, such action, suit or proceeding between the parties arising out of this Agreement which are permitted to be filed or determined in such court. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute action brought in such court or any defense of inconvenient forum for the maintenance of such disputeaction. The Each of the parties agree hereto agrees that process a judgment in any such action may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by Law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by mailing copies delivery of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law11.6.
Appears in 1 contract
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in Delaware over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law5.9.
Appears in 1 contract
Sources: Option Agreement (Amarantus Bioscience Holdings, Inc.)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the parties 23.1.1 The Parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each Party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the parties The Parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The parties agree Each of the Parties hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
23.1.2 Each of the Parties hereto hereby consents to process being served by any Party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this 19.
23.1.3 This Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed governed by and construed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to accordance with the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right laws of the parties to serve process in any manner permitted by lawState of New York.
Appears in 1 contract
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the The parties hereto hereby irrevocably submit to elect as the exclusive jurisdiction sole judicial forum for the adjudication of any matters arising under or in connection with this Agreement or any of the transactions contemplated hereby, and consent to service the jurisdiction of, the federal and state courts of process and venue in the state and federal courts in the County of New York, State of New York Delaware. Each party hereby irrevocably agrees that all claims in respect of such dispute or any disputesuit, claim, controversy, action, suit or action proceeding between the parties arising out of this Agreement which are permitted to related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law. Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by mailing copies delivery of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law10.7.
Appears in 1 contract
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive personal jurisdiction of and consent to service the Delaware Court of process and venue in the state and federal courts in the County of New York, State of New York in Chancery over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be filed or heard and determined in such court. Subject to Section 32 hereof, the The parties hereto hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by Law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by mailing copies delivery of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law10.7.
Appears in 1 contract
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non- exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in Delaware over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any Legal Proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which that they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process may be served in any action, suit or proceeding by mailing copies thereof by registered or certified mail (or its equivalent) postage prepaid, to the party’s address set forth in Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party a judgment in any such action, dispute may be enforced in other jurisdictions by suit on the judgment or proceeding and shall, to the fullest extent permitted in any other manner provided by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right Law.
(b) Each of the parties hereto hereby consents to serve process being served by any party to this Agreement in any manner permitted Legal Proceeding by lawthe mailing of a copy thereof in accordance with the provisions of Section 14.10.
Appears in 1 contract
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the parties hereto (a) The Parties hereby irrevocably submit to the exclusive jurisdiction of and consent to service any federal or state court located within the City of process and venue Boston, Massachusetts over any disputes, controversies or claims arising from, relating to, or in the state and federal courts in the County of New Yorkconnection with, State of New York in any dispute, claim, controversy, action, suit or proceeding between the parties arising out of this Agreement which are permitted to or any of the Transactions, and each Party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the parties The Parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The parties agree Each of the Parties agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by Law.
(b) Each of the Parties hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by mailing copies the delivery of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law11.2.
Appears in 1 contract
Sources: Asset Purchase Agreement (EPIX Pharmaceuticals, Inc.)
Submission to Jurisdiction; Consent to Service of Process. Subject (a) Any Action with respect to Section 32 hereofthis Agreement, any matter arising out of or in connection with this Agreement shall be brought exclusively in the state or federal courts sitting in the state of Delaware. By execution and delivery of this Agreement, each party hereto hereby accepts for itself and in respect of such party’s property, generally and unconditionally, the parties sole and exclusive jurisdiction of the aforesaid courts and appellate courts thereof. Each party hereto hereby irrevocably submit to the exclusive jurisdiction of and consent to service of process and venue in the state and federal courts in the County of New York, State of New York in any dispute, claim, controversy, action, suit or proceeding between the parties arising out of this Agreement which are permitted to be filed or determined in such court. Subject to Section 32 hereof, the parties hereby irrevocably waive, to the fullest extent permitted by applicable law, unconditionally waives any objection which they such party may now or hereafter have to the laying of venue of any such dispute of the aforesaid actions or proceedings arising out of or in connection with this Agreement brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The parties agree that process may be served in any action, suit or proceeding by mailing copies thereof by registered or certified mail (or its equivalent) postage prepaidcourts referred to above and hereby further irrevocably waives and agrees, to the party’s address set forth in Section 22 of this Agreement extent permitted by applicable law, not to plead or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party claim in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to court that any such partyAction brought in any such court has been brought in an inconvenient forum. Nothing in this Section 33 herein shall affect the right of the parties any party hereto to serve process in any other manner permitted by law. Notwithstanding anything in this Section 8(a) to the contrary, each party agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. For purposes of this Section 8, “Action” shall mean any pending action (at law or in equity), suit, arbitration, or proceeding.
Appears in 1 contract
Sources: Tax Matters Agreement (Cablevision Systems Corp /Ny)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in Wisconsin over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law9.10.
Appears in 1 contract
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in Texas over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered in accordance with the provisions of Section 10.10.
(c) If any legal action or certified mail (any arbitration or its equivalent) postage prepaid, to other proceeding is brought for the party’s address set forth in Section 22 enforcement or interpretation of this Agreement Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with or related to such this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys' fees and other address costs in connection with that action or proceeding, in addition to any other relief to which the party shall have given written notice to the other party. The parties agree that such service shall it or they may be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by lawentitled.
Appears in 1 contract
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the 10.6.1 The parties hereto hereby irrevocably submit to the exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any dispute, claim, controversysuit, action, suit or proceeding between the parties arising out of this Agreement which are permitted to related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by Law.
10.6.2 Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law10.9.
Appears in 1 contract
Sources: Stock Purchase Agreement (Winfred Berg Licensco Inc)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in Delaware over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law10.9.
Appears in 1 contract
Sources: Asset Purchase Agreement (Titan Global Holdings, Inc.)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law11.9.
Appears in 1 contract
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in Delaware over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the Purchase Transactions and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by Law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by mailing copies delivery of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law6.6.
Appears in 1 contract
Sources: Purchase and Termination Agreement (Verisign Inc/Ca)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in California, USA over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law11.1.
Appears in 1 contract
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the exclusive jurisdiction of and consent to service of process and venue in the any federal or state and federal courts in the County of New Yorkcourt located within King County, State of New York in Washington, over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto shall be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law7.08 hereof.
Appears in 1 contract
Submission to Jurisdiction; Consent to Service of Process. Subject (a) Except to the extent set forth in Section 32 hereof3.3, the parties hereto hereby irrevocably submit to the exclusive jurisdiction of any federal or state court located within the Borough of Manhattan of the City, County and consent to service of process and venue in the state and federal courts in the County of New York, State of New York in over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by Law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by mailing copies the delivery of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law12.6.
Appears in 1 contract
Sources: Asset Purchase Agreement (International Wire Group Inc)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in Florida over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law5.10 hereof.
Appears in 1 contract
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in Delaware over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law8.10.
Appears in 1 contract
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the parties hereto (a) The Parties hereby irrevocably submit to the exclusive jurisdiction of and consent to service of process and venue in any federal or state court located within the state and federal courts in the County of New York, State of New York in over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each Party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the parties The Parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The parties agree Each of the Parties agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the Parties hereby consents to process being served by any Party to this Agreement in any suit, suit action or proceeding by mailing copies the delivery of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law12.6.
Appears in 1 contract
Sources: Share Purchase Agreement (Archipelago Learning, Inc.)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service any federal or state court located within the Commonwealth of process and venue in the state and federal courts in the County of New York, State of New York in Pennsylvania over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by the mailing copies of a copy thereof by registered in accordance with the provisions of Section 10.10.
(c) If any legal action or certified mail (any arbitration or its equivalent) postage prepaid, to other proceeding is brought for the party’s address set forth in Section 22 enforcement or interpretation of this Agreement Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with or related to such this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys' fees and other address costs in connection with that action or proceeding, in addition to any other relief to which the party shall have given written notice to the other party. The parties agree that such service shall it or they may be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by lawentitled.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (WPCS International Inc)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of and consent to service of process and venue in any federal court located within the state and federal courts in the County of New York, State of New York in North Carolina over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any Action related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereto hereby irrevocably waive, to the fullest extent permitted by applicable lawApplicable Law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process may be served in any action, suit or proceeding by mailing copies thereof by registered or certified mail (or its equivalent) postage prepaid, to the party’s address set forth in Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party a judgment in any such action, dispute may be enforced in other jurisdictions by suit on the judgment or proceeding and shall, to the fullest extent permitted in any other manner provided by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right Law.
(b) Each of the parties hereto hereby consents to serve process being served by any party to this Agreement in any manner permitted Action by lawthe delivery of a copy thereof in accordance with the provisions of Section 7.5.
Appears in 1 contract
Sources: Asset Purchase Agreement (First South Bancorp Inc /Va/)
Submission to Jurisdiction; Consent to Service of Process. Subject to Section 32 hereof, the (a) The parties hereto hereby irrevocably submit to the exclusive jurisdiction of and consent to service any federal or state court located within the Commonwealth of process and venue in the state and federal courts in the County of New York, State of New York in Pennsylvania over any dispute, claim, controversy, action, suit or proceeding between the parties dispute arising out of or relating to this Agreement which are permitted to or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be filed or heard and determined in such courtcourts. Subject to Section 32 hereof, the The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Each of the parties agree hereto agrees that process a judgment in any such dispute may be served enforced in other jurisdictions by suit on the judgment or in any actionother manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, suit action or proceeding by mailing copies the delivery of a copy thereof by registered or certified mail (or its equivalent) postage prepaid, to in accordance with the party’s address set forth in provisions of Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law12.6.
Appears in 1 contract
Sources: Asset Purchase Agreement (Core-Mark Holding Company, Inc.)