Submission to Jurisdiction; Service. Each of the parties hereto (a) irrevocably submits itself to the personal jurisdiction of any court of proper subject matter jurisdiction in the State of Delaware in the event any dispute arises out of this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in the Chancery Court of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), and (d) waives any right to trial by jury with respect to any suit, action or proceeding directly or indirectly related to or arising out of this Agreement. Each of the parties hereto further agrees that notice as provided herein shall constitute sufficient service of process and waives any argument that such service is insufficient. Each of the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action related to or arising out of this Agreement, that (x) the action in any such court is brought in an inconvenient forum, (y) the venue of such action is improper or (z) this Agreement or the subject matter hereof may not be enforced in or by such courts.
Appears in 6 contracts
Sources: Contribution Agreement (Edelman Financial Group Inc.), Voting Agreement (LEP Summer Holdings LLC), Voting Agreement (LEP Summer Holdings LLC)
Submission to Jurisdiction; Service. Each of the parties hereto Party (a) irrevocably and unconditionally submits itself to the personal jurisdiction of any court the federal courts of proper subject matter jurisdiction the United States of America located in the State of Delaware in and the event any dispute arises out Court of this AgreementChancery of the State of Delaware, (b) agrees to assert, by way of motion or as a defense, counterclaim or otherwise, (i) any claim that it will is not attempt personally subject to deny the jurisdiction of the courts in Delaware as described herein for any reason, or defeat (ii) any claim that it or its property is exempt or immune from jurisdiction of any such personal jurisdiction by motion court or other request for leave from any legal process commenced in such courtcourts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), (c) agrees that any legal action actions or proceeding proceedings arising in connection with respect to this Agreement and or the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations hereunder brought by any other party hereto or its successors or assigns Transactions shall be brought brought, tried and determined exclusively only in the Chancery Delaware Court of the State of Delaware and any state appellate court therefrom within the State of Delaware Chancery (or, only if the Chancery Delaware Court of the State of Delaware Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), and (d) waives any right claim of improper venue or any claim that those courts are an inconvenient forum, and (e) agrees that it will not bring any action relating to trial by jury this Agreement or the Transactions in any court other than the aforesaid courts. The Parties agree that mailing of process or other papers in connection with respect to any suit, action such Legal Action or proceeding directly in the manner provided in Section 9.07 or indirectly related to or arising out of this Agreementin such other manner as may be permitted by applicable Law, shall be valid and sufficient service thereof. Each of the parties hereto further agrees that notice as provided herein shall constitute sufficient service of process and waives any argument that such service is insufficient. Each hereby irrevocably submits to the jurisdiction of the parties hereto hereby irrevocably aforesaid courts for itself and unconditionally waiveswith respect to its property, generally and agrees not unconditionally, with regard to assert, by way of motion any such action or as a defense, counterclaim or otherwise, in any action related to or proceeding arising out of this Agreement, that (x) the action in any such court is brought in an inconvenient forum, (y) the venue of such action is improper or (z) relating to this Agreement or and the subject matter hereof may not be enforced in or by such courtsTransactions.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Avalon GloboCare Corp.), Agreement and Plan of Merger (Avalon GloboCare Corp.)
Submission to Jurisdiction; Service. Each of the parties hereto (a) irrevocably submits itself to the personal jurisdiction of any court of proper subject matter jurisdiction in the State of Delaware in the event any dispute arises out of this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations hereunder brought by any other party hereto or its successors or assigns assigns, shall be brought and determined exclusively in the Chancery Court of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), and (d) waives any right to trial by jury with respect to any suit, action or proceeding directly or indirectly related to or arising out of this Agreement. Each of the parties hereto further agrees that notice as provided herein shall constitute sufficient service of process and waives any argument that such service is insufficient. Each of the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action related to or arising out of this Agreement, that (x) the action in any such court is brought in an inconvenient forum, (y) the venue of such action is improper or (z) this Agreement or the subject matter hereof may not be enforced in or by such courts.
Appears in 2 contracts
Sources: Voting Agreement (Bidz.com, Inc.), Voting Agreement (Bidz.com, Inc.)
Submission to Jurisdiction; Service. Each of the parties hereto (a) irrevocably submits himself, herself or itself to the personal jurisdiction of the Delaware Court of Chancery and any state appellate court of proper subject matter jurisdiction in therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) in the event any dispute arises out of this Agreement, (b) agrees that he, she or it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that he, she or it will not bring any legal action or proceeding with respect relating to this Agreement and the rights and obligations arising hereunderin any court other than such court, other than actions in any court of competent jurisdiction to enforce any judgment, decree or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations hereunder brought award rendered by any other party hereto or its successors or assigns shall be brought and determined exclusively in the Chancery Court of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware)such court, and (d) waives any right to trial by jury with respect to any suit, action or proceeding directly or indirectly related to or arising out of this Agreement. Each of the parties hereto further agrees that notice as provided herein shall constitute sufficient service of process and waives any argument that such service is insufficient. Each of the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action related to or arising out of this Agreement, that (x) the action in any such court is brought in an inconvenient forum, (y) the venue of such action is improper or (z) this Agreement or the subject matter hereof may not be enforced in or by such courts.
Appears in 1 contract
Submission to Jurisdiction; Service. Each of the parties hereto (a) irrevocably submits itself to the personal jurisdiction of any court of proper subject matter jurisdiction in the State of Delaware in the event any dispute arises out of this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that any legal action or proceeding with respect to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the rights and obligations arising hereunder, or for recognition and enforcement exclusive jurisdiction of any judgment in respect of this Agreement and the rights and obligations hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in the Chancery Court of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Chancery Court of the State of Delaware such court declines to accept jurisdiction over a particular matter, any state or federal court within located in the State of DelawareDelaware or other Delaware state court), and (d) waives in any right to trial by jury with respect to any suit, action or proceeding directly or indirectly related to or arising out of or relating to this AgreementAgreement or the documents delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the parties to this Agreement hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in such Delaware State court or Federal court, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such Delaware State or Federal court and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such Delaware State or Federal court. Each of the parties hereto further to this Agreement agrees that notice as a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided herein shall constitute sufficient by ▇▇▇. Each party to this Agreement irrevocably consents to service of process and waives in the manner provided for notices in Section 5.6. Nothing in this Agreement will affect the right of any argument that such service is insufficient. Each of the parties hereto hereby irrevocably and unconditionally waives, and agrees not party to assert, by way of motion or as a defense, counterclaim or otherwise, this Agreement to serve process in any action related to or arising out of this Agreement, that (x) the action in any such court is brought in an inconvenient forum, (y) the venue of such action is improper or (z) this Agreement or the subject matter hereof may not be enforced in or other manner permitted by such courtsLaw.
Appears in 1 contract
Sources: Merger Agreement
Submission to Jurisdiction; Service. Each of the parties hereto (a) irrevocably submits itself to the personal jurisdiction of any court of proper subject matter jurisdiction in the State of Delaware in the event any dispute arises out of this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that any legal action or proceeding with respect to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the rights and obligations arising hereunder, or for recognition and enforcement exclusive jurisdiction of any judgment in respect of this Agreement and the rights and obligations hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in the Chancery Court of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Chancery Court of the State of Delaware such court declines to accept jurisdiction over a particular matter, any state or federal court within located in the State of DelawareDelaware or other Delaware state court), and (d) waives in any right to trial by jury with respect to any suit, action or proceeding directly or indirectly related to or arising out of or relating to this AgreementAgreement or the documents delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the parties to this Agreement hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in such Delaware State court or Federal court, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such Delaware State or Federal court and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such Delaware State or Federal court. Each of the parties hereto further to this Agreement agrees that notice as a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided herein shall constitute sufficient by Law. Each party to this Agreement irrevocably consents to service of process and waives in the manner provided for notices in Section 5.6. Nothing in this Agreement will affect the right of any argument that such service is insufficient. Each of the parties hereto hereby irrevocably and unconditionally waives, and agrees not party to assert, by way of motion or as a defense, counterclaim or otherwise, this Agreement to serve process in any action related to or arising out of this Agreement, that (x) the action in any such court is brought in an inconvenient forum, (y) the venue of such action is improper or (z) this Agreement or the subject matter hereof may not be enforced in or other manner permitted by such courtsLaw.
Appears in 1 contract
Sources: Voting Agreement (Iparty Corp)
Submission to Jurisdiction; Service. Each of the parties hereto (a) irrevocably submits itself to the personal jurisdiction of the Delaware Court of Chancery and any state appellate court of proper subject matter jurisdiction in therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) in the event any dispute arises out of this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it will not bring any legal action or proceeding with respect relating to this Agreement and the rights and obligations arising hereunderin any court other than such court, other than actions in any court of competent jurisdiction to enforce any judgment, decree or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations hereunder brought award rendered by any other party hereto or its successors or assigns shall be brought and determined exclusively in the Chancery Court of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware)such court, and (d) waives any right to trial by jury with respect to any suit, action or proceeding directly or indirectly related to or arising out of this Agreement. Each of the parties hereto further agrees that notice as provided herein shall constitute sufficient service of process and waives any argument that such service is insufficient. Each of the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action related to or arising out of this Agreement, that (x) the action in any such court is brought in an inconvenient forum, (y) the venue of such action is improper or (z) this Agreement or the subject matter hereof may not be enforced in or by such courts.
Appears in 1 contract