No Third Party Beneficiaries Clause Example with 8 Variations from Business Contracts
This page contains No Third Party Beneficiaries clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
No Third Party Beneficiaries. Each Stockholder hereby agrees that his, her or its representations, warranties and covenants set forth herein are solely for the benefit of Acquiror in accordance with and subject to the terms of this Agreement, and this Agreement is not intended to, and does not, confer upon any Person, other than the parties hereto, any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein, and the parties hereto hereby further agree that this Agree...ment may only be enforced against, and any Action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against, the Persons expressly named as parties hereto; provided that the Company shall be an express third party beneficiary with respect to Section 5 and Section 6(b). 7 16. Governing Law and Venue; Service of Process; Waiver of Jury Trial. (a) This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby (whether based on contract, tort, equity or otherwise), shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to principles or rules of conflict of laws (whether of the State of Delaware or of any other jurisdiction) to the extent such principles or rules would require or permit the application of Laws of another jurisdiction. (b) Any Action based upon, arising out of or related to this Agreement, or the transactions contemplated hereby, shall be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such Action, (ii) waives any objection he, she or it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the Action shall be heard and determined only in any such court, (iii) agrees that all claims in respect of such Action shall be heard and determined only in any such court and (iv) agrees not to bring any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law, or to commence Actions or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 16. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY, UNCONDITIONALLY AND VOLUNTARILY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.View More
Variations of a "No Third Party Beneficiaries" Clause from Business Contracts
No Third Party Beneficiaries. Each Stockholder The Shareholder hereby agrees that his, her or its representations, warranties and covenants set forth herein are solely for the benefit of Acquiror SPAC in accordance with and subject to the terms of this Agreement, and this Agreement is not intended to, and does not, confer upon any Person, Person other than the parties hereto, hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein, and the parties hereto h...ereby further agree that this Agreement may only be enforced against, and any Action Proceeding that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against, the Persons expressly named as parties hereto; provided provided, that the Company shall be an express third party beneficiary with respect to Section 5 4, Section 5(b) and Section 6(b). 7 16. hereof. 8 15. Governing Law and Venue; Service of Process; Waiver of Jury Trial. (a) This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby (whether based on contract, tort, equity or otherwise), Agreement, shall be governed by, by and construed in accordance with, with the Laws of the State of Delaware, without giving effect to principles any choice of law or rules of conflict of laws law provision or rule (whether of the State of Delaware or of any other jurisdiction) to the extent such principles or rules that would require or permit cause the application of Laws the Law of another jurisdiction. any jurisdiction other than the State of Delaware. (b) Any Action based upon, arising out Each of or related the parties irrevocably and unconditionally submits to this Agreement, or the transactions contemplated hereby, shall be brought in exclusive jurisdiction of the Chancery Court of Chancery of the State of Delaware (or, to if the extent such court does not have subject matter jurisdiction, the Superior Chancery Court of the State of Delaware), or, if it has Delaware declines to accept jurisdiction, any state or can acquire jurisdiction, federal court sitting in the United States District Court Borough of Manhattan, State of New York, New York County), for the District purposes of Delaware, and each any Proceeding, claim, demand, action or cause of action (a) arising under this Agreement or (b) in any way connected with or related or incidental to the dealings of the parties in respect of this Agreement or any of the transactions contemplated hereby, and irrevocably (i) submits to the exclusive jurisdiction of each such court in any such Action, (ii) and unconditionally waives any objection he, she or it may now or hereafter have to personal jurisdiction, the laying of venue or to convenience of forum, agrees that all claims in respect of the Action shall be heard and determined only any such Proceeding in any such court, (iii) and further irrevocably and unconditionally waives and agrees that all claims in respect of such Action shall be heard and determined only not to plead or claim in any such court that any such Proceeding has been brought in an inconvenient forum. Each party hereby irrevocably and (iv) unconditionally waives, and agrees not to bring assert, by way of motion or as a defense, counterclaim or otherwise, in any Action Proceeding claim, demand, action or cause of action against such party (i) arising out of or relating to under this Agreement or (ii) in any way connected with or related or incidental to the dealings of the parties in respect of this Agreement or any of the transactions contemplated hereby hereby, (A) any claim that such party is not personally subject to the jurisdiction of the courts as described in this Section 15 for any reason, (B) that such party or such party's property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (C) that (x) the Proceeding, claim, demand, action or cause of action in any other court. Nothing herein contained such court is brought against such party in an inconvenient forum, (y) the venue of such Proceeding, claim, demand, action or cause of action against such party is improper or (z) this Agreement, or the subject matter hereof, may not be enforced against such party in or by such courts. Each party agrees that service of any process, summons, notice or document by registered mail to such party's respective address set forth in Section 11 shall be deemed to affect the right effective service of process for any party to serve process in any manner permitted by Law, such Proceeding, claim, demand, action or to commence Actions or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 16. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY, UNCONDITIONALLY AND VOLUNTARILY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. cause of action. View More
No Third Party Beneficiaries. Each Stockholder The Sponsor and each Director hereby agrees that his, her its or its her, as applicable, representations, warranties and covenants set forth herein are solely for the benefit of Acquiror Athena and the Company in accordance with and subject to the terms of this Agreement, and this Agreement is not intended to, and does not, confer upon any Person, person other than the parties hereto, hereto any rights or remedies hereunder, including including, without limitation, the right to ...rely upon the representations and warranties set forth herein, and the parties hereto hereby further agree that this Agreement may only be enforced against, and any Action action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against, the Persons persons expressly named as parties hereto; provided that the Company shall be an express third party beneficiary with respect to Section 5 and Section 6(b). hereto. 7 16. 7. Governing Law and Venue; Service of Process; Waiver of Jury Trial. (a) Law. This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby (whether based on contract, tort, equity or otherwise), shall be governed by, interpreted under, and construed in accordance with, the Laws of the State of Delaware, without giving effect to principles or rules of conflict of laws (whether of the State of Delaware or of any other jurisdiction) applicable to the extent such principles or rules would require or permit the application of Laws of another jurisdiction. (b) Any Action based upon, Contracts executed in and to be performed in that State. All legal actions and proceedings arising out of or related relating to this Agreement, or Agreement shall be heard and determined exclusively in any Delaware Chancery Court; provided, that if jurisdiction is not then available in the transactions contemplated hereby, shall Delaware Chancery Court, then any such legal Action may be brought in the Court of Chancery of any federal court located in the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the any other Delaware state court. The parties hereto hereby (a) irrevocably (i) submits submit to the exclusive jurisdiction of each the aforesaid courts for themselves and with respect to their respective properties for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto, and (b) agree not to commence any Action relating thereto except in the courts described above in Delaware, other than Actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in any such Action, (ii) waives any objection he, she or it may now or hereafter have to personal jurisdiction, venue or to convenience Delaware as described herein. Each of forum, the parties further agrees that all claims in respect notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the Action shall be heard parties hereby irrevocably and determined only in any such court, (iii) agrees that all claims in respect of such Action shall be heard unconditionally waives, and determined only in any such court and (iv) agrees not to bring assert, by way of motion or as a defense, counterclaim or otherwise, in any Action arising out of or relating to this Agreement or the transactions contemplated hereby hereby, (i) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (ii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) that (A) the Action in any other court. Nothing herein contained shall such court is brought in an inconvenient forum, (B) the venue of such Action is improper or (C) this Agreement, or the subject matter hereof, may not be deemed to affect the right of any party to serve process enforced in any manner permitted or by Law, or to commence Actions or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 16. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY, UNCONDITIONALLY AND VOLUNTARILY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. such courts. View More
No Third Party Beneficiaries. Each Stockholder hereby agrees that his, her or its representations, warranties and covenants set forth herein are solely for the benefit of Acquiror Parent in accordance with and subject to the terms of this Agreement, and this Agreement is not intended to, and does not, confer upon any Person, Person other than the parties hereto, hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein, and the parties hereto hereby further ...agree that this Agreement may only be enforced against, and any Action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against, the Persons expressly named as parties hereto; provided provided, however, that the Company shall be an express third party a third-party beneficiary with respect to of Section 5 and Section 6(b). 7 of this Agreement. 8 16. Governing Law and Venue; Service of Process; Waiver of Jury Trial. (a) This Agreement, Agreement and all claims any disputes relating hereto (in law, contract, tort or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby (whether based on contract, tort, equity or otherwise), otherwise) shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to principles or rules of conflict of laws (whether of the State of Delaware (without giving effect to choice of law or conflict of law principles thereof or of any other jurisdiction) to the extent such principles or rules jurisdiction that would require or permit cause the application of Laws any laws of another jurisdiction. any jurisdiction other than the State of Delaware). (b) Any Action based upon, arising out Each of or related the parties hereto irrevocably (i) consents to this Agreement, or submit itself to the transactions contemplated hereby, shall be brought in personal jurisdiction of the Delaware Court of Chancery of and any state appellate court therefrom within the State of Delaware (or, to (unless the extent such court does not have subject matter jurisdiction, the Superior Delaware Court of Chancery shall decline to accept jurisdiction over a particular matter, in which case, in any Delaware state or federal court within the State of Delaware), or, if it has in connection with any matter based upon or can acquire jurisdiction, arising out of this Agreement or any of the transactions contemplated by this Agreement or the actions of Parent or the Stockholders in the United States District Court for the District of Delaware, negotiation, administration, performance and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such Action, enforcement hereof and thereof, (ii) waives any objection he, she or it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the Action shall be heard and determined only in it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that all claims it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in respect any court other than the courts of such Action the State of Delaware, as described above, and (iv) consents to service being made through the notice procedures set forth in Section 12. Each party hereto agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 12 shall be heard and determined only effective service of process for any suit or proceeding in any such court and (iv) agrees not to bring any Action arising out of or relating to connection with this Agreement or the transactions contemplated hereby. Each party hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other court. Nothing herein contained shall be deemed to affect than the right of any party failure to serve process in accordance with this Section 16(b), that it or its property is exempt or immune from jurisdiction of any manner such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the suit, action or to commence Actions or otherwise proceed against any other party proceeding in any other jurisdiction, such court is brought in each case, an inconvenient forum, that the venue of such suit, action or proceeding is improper, or that this Agreement, or the subject matter hereof or thereof, may not be enforced in or by such courts and further irrevocably waives, to enforce judgments obtained in the fullest extent permitted by applicable Law, the benefit of any Action brought defense that would hinder, fetter or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each party expressly acknowledges that the foregoing waiver is intended to be irrevocable under the Laws of the State of Delaware and of the United States of America; provided that each such party's consent to jurisdiction and service contained in this Section 16. 16(b) is solely for the purpose referred to in this Section 16(b) and shall not be deemed to be a general submission to said courts or in the State of Delaware other than for such purpose. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HERETO HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY, UNCONDITIONALLY AND VOLUNTARILY IRREVOCABLY WAIVES ANY AND ALL RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT PROCEEDING OR PROCEEDING DIRECTLY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR INDIRECTLY OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. HEREBY OR THE ACTIONS OF PARENT OR THE STOCKHOLDERS IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. View More
No Third Party Beneficiaries. Each The Stockholder hereby agrees that his, her or its representations, warranties and covenants set forth herein are solely for the benefit of Acquiror in accordance with and subject to the terms of this Agreement, and this Agreement is not intended to, and does not, confer upon any Person, Person other than the parties hereto, hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein, and the parties hereto hereby further agr...ee that this Agreement may only be enforced against, and any Action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against, the Persons expressly named as parties hereto; provided that the Company shall be an express third party beneficiary with respect to Section 5 and Section 6(b). 7 hereto. 9 16. Governing Law and Venue; Service of Process; Waiver of Jury Trial. (a) This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby (whether based on contract, tort, equity or otherwise), hereby, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to principles or rules of conflict conflicts of laws (whether of the State of Delaware or of any other jurisdiction) to the extent such principles or rules are not mandatorily applicable and would require or permit the application of the Laws of another jurisdiction. jurisdiction other than the State of Delaware. (b) Any Action based upon, arising out In addition, each of or related the parties (i) consents to this Agreement, or submit itself, and hereby submits itself, to the transactions contemplated hereby, shall be brought in personal jurisdiction of the Court of Chancery of the State of Delaware (or, to the extent or, if such court does not have subject matter jurisdiction, the Superior Court of any state or federal court located in the State of Delaware), or, if it has or can acquire Delaware having subject matter jurisdiction, in the United States District Court for the District event any dispute arises out of Delaware, and each this Agreement or any of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such Action, transactions contemplated by this Agreement, (ii) waives any objection he, she or it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the Action shall be heard and determined only in it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) and agrees that all claims in respect not to plead or claim any objection to the laying of such Action shall be heard and determined only venue in any such court and (iv) or that any judicial proceeding in any such court has been brought in an inconvenient forum, (iii) agrees that it will not to bring any Action arising out of or action relating to this Agreement or any of the transactions contemplated hereby by this Agreement in any court other court. Nothing herein contained shall be deemed than the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction, any state or federal court located in the State of Delaware having subject matter jurisdiction, and (iv) consents to affect service of process being made through the right of any party to serve process notice procedures set forth in any manner permitted by Law, or to commence Actions or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 16. 12. (c) EACH PARTY ACKNOWLEDGES OF THE PARTIES HERETO HEREBY KNOWINGLY, INTENTIONALLY, VOLUNTARILY AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY, UNCONDITIONALLY AND VOLUNTARILY IRREVOCABLY WAIVES ANY AND ALL RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ACTION BASED UPON, ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. View More
No Third Party Beneficiaries. Each The Stockholder hereby agrees that his, her or its his/her/its representations, warranties and covenants set forth herein are solely for the benefit of Acquiror SPAC in accordance with and subject to the terms of this Agreement, and this Agreement is not intended to, and does not, confer upon any Person, person other than the parties hereto, Parties any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein, and the parties hereto...Parties hereby further agree that this Agreement may only be enforced against, and any Action action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against, the Persons persons expressly named as parties hereto; provided that the Company shall be an express third party third-party beneficiary with respect to Section 5 4 and Section 6(b). 7 16. 5(b). 6 15. Governing Law and Venue; Service of Process; Waiver of Jury Trial. (a) This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby (whether based on contract, tort, equity or otherwise), hereby, shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware, without giving effect to principles or rules of conflict conflicts of laws (whether of the State of Delaware or of any other jurisdiction) to the extent such principles or rules are not mandatorily applicable and would require or permit the application of Laws the laws of another jurisdiction. jurisdiction other than the State of Delaware. (b) Any Action based upon, arising out In addition, each of or related the Parties (i) consents to this Agreement, or submit itself, and hereby submits itself, to the transactions contemplated hereby, shall be brought in personal jurisdiction of the Court of Chancery of the State of Delaware (or, to the extent or, if such court does not have subject matter jurisdiction, the Superior Court of any state or federal court located in the State of Delaware), or, if it has or can acquire Delaware having subject matter jurisdiction, in the United States District Court for the District event any dispute arises out of Delaware, and each this Agreement or any of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such Action, transactions contemplated by this Agreement, (ii) waives any objection he, she or it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the Action shall be heard and determined only in it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) and agrees that all claims in respect not to plead or claim any objection to the laying of such Action shall be heard and determined only venue in any such court and (iv) or that any judicial proceeding in any such court has been brought in an inconvenient forum, (iii) agrees that it will not to bring any Action arising out of or action relating to this Agreement or any of the transactions contemplated hereby by this Agreement in any court other court. Nothing herein contained shall be deemed than the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction, any state or federal court located in the State of Delaware having subject matter jurisdiction, and (iv) consents to affect service of process being made through the right of any party to serve process notice procedures set forth in any manner permitted by Law, or to commence Actions or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 16. 11. (c) EACH PARTY ACKNOWLEDGES OF THE PARTIES HEREBY KNOWINGLY, INTENTIONALLY, VOLUNTARILY AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY, UNCONDITIONALLY AND VOLUNTARILY IRREVOCABLY WAIVES ANY AND ALL RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ACTION BASED UPON, ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. View More
No Third Party Beneficiaries. Each The Stockholder hereby agrees that his, her or its representations, warranties and covenants set forth herein are solely for the benefit of Acquiror in accordance with and subject to the terms of this Agreement, and this Agreement is not intended to, and does not, confer upon any Person, Person other than the parties hereto, hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein, and the parties hereto hereby further agr...ee that this Agreement may only be enforced against, and any Action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against, the Persons expressly named as parties hereto; provided that the Company shall be an express third party beneficiary with respect to Section 5 and Section 6(b). 7 16. hereto. 10 17. Governing Law and Venue; Service of Process; Waiver of Jury Trial. (a) This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby (whether based on contract, tort, equity or otherwise), shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to principles or rules of conflict of laws (whether of the State of Delaware or of any other jurisdiction) to the extent such principles or rules would require or permit the application of Laws of another jurisdiction. (b) Any Action based upon, arising out of or related to this Agreement, or the transactions contemplated hereby, shall be brought in the Court of Chancery of the State of Delaware (or, to the extent or, if such court does not have subject matter declines to exercise jurisdiction, the Superior Court of District Courts located in the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such Action, (ii) waives any objection he, she or it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the Action shall be heard and determined only in any such court, (iii) agrees that all claims in respect of such Action shall be heard and determined only in any such court and (iv) agrees not to bring any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law, or to commence Actions legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 16. (c) 17. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT AND OF THE TRANSACTIONS CONTEMPLATED PARTIES HERETO HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY, UNCONDITIONALLY AND VOLUNTARILY IRREVOCABLY WAIVES ANY AND ALL RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ACTION BASED UPON, ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. View More
No Third Party Beneficiaries. Each Stockholder hereby agrees that his, her or its representations, warranties and covenants set forth herein are solely for the benefit of Acquiror Parent, Merger Sub I and Merger Sub II in accordance with and subject to the terms of this Agreement, and this Agreement is not intended to, and does not, confer upon any Person, Person other than the parties hereto, hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein, and th...e parties hereto hereby further agree that this Agreement may only be enforced against, and any Action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against, the Persons expressly named as parties hereto; provided provided, that the Company shall be an express third party beneficiary with respect to Section Sections 5 and Section 6(b). to 8. 7 16. Governing Law and Venue; Service of Process; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby (whether based on contract, tort, equity or otherwise), hereby, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to principles or rules of conflict of laws (whether of the State of Delaware or of any other jurisdiction) to the extent such principles or rules would require or permit the application of Laws of another jurisdiction. (b) Any Action based upon, arising out of or related to this Agreement, or the transactions contemplated hereby, shall be brought in the Court of Chancery of the State of Delaware (or, to the extent or, if such court does not have subject matter declines to exercise jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States U.S. District Court for the District of Delaware, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such Action, (ii) waives any objection he, she or it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the Action shall be heard and determined only in any such court, (iii) agrees that all claims in respect of such Action shall be heard and determined only in any such court and (iv) agrees not to bring any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law, or to commence Actions legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 16. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT AND OF THE TRANSACTIONS CONTEMPLATED PARTIES HERETO HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY, UNCONDITIONALLY AND VOLUNTARILY IRREVOCABLY WAIVES ANY AND ALL RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ACTION BASED UPON, ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. View More
No Third Party Beneficiaries. Each The Stockholder hereby agrees that his, her or its representations, warranties and covenants set forth herein are solely for the benefit of Acquiror Parent, First Merger Sub and Second Merger Sub in accordance with and subject to the terms of this Agreement, and this Agreement is not intended to, and does not, confer upon any Person, Person other than the parties hereto, hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth he...rein, and the parties hereto hereby further agree that this Agreement may only be enforced against, and any Action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against, the Persons expressly named as parties hereto; provided provided, that the Company shall be an express third party beneficiary with respect to Section 5 and Section 6(b). 7 6 hereof. 8 16. Governing Law and Venue; Service of Process; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby (whether based on contract, tort, equity or otherwise), hereby, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to principles or rules of conflict of laws (whether of the State of Delaware or of any other jurisdiction) to the extent such principles or rules would require or permit the application of Laws of another jurisdiction. (b) Any Action based upon, arising out of or related to this Agreement, or the transactions contemplated hereby, shall be brought in the Court of Chancery of the State of Delaware (or, to the extent or, if such court does not have subject matter declines to exercise jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States U.S. District Court for the District of Delaware, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such Action, (ii) waives any objection he, she or it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the Action shall be heard and determined only in any such court, (iii) agrees that all claims in respect of such Action shall be heard and determined only in any such court and (iv) agrees not to bring any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law, or to commence Actions legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 16. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT AND OF THE TRANSACTIONS CONTEMPLATED PARTIES HERETO HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY, UNCONDITIONALLY AND VOLUNTARILY IRREVOCABLY WAIVES ANY AND ALL RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ACTION BASED UPON, ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. View More
