The choice of venue clause specifies the predetermined location or jurisdiction where any legal proceedings related to the contract will be conducted. This ensures that any disputes arising from the contract are resolved in a designated court, providing clarity and convenience for the parties involved.
This choice of venue provision will not apply to actions or proceedings brought to enforce a duty or liability created by the Securities Act or the Exchange Act.
This choice of venue provision may limit a stockholder’s ability to bring certain claims in a judicial forum that it finds favorable for disputes with us or our directors, officers, employees or agents, which may discourage the filing of lawsuits with respect to such claims. If a court were to find this choice of venue provision to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in another jurisdiction, which could adversely affect our business and financial condition.”
Additionally, please revise the Securities Being Offered section of your offering circular to briefly describe the choice of venue provision, including to clearly state whether the provision applies to claims under the U.S. federal securities laws. Further, if the provision applies to Securities Act claims, please state that there is uncertainty as to whether a court would enforce such provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.
“Notwithstanding the foregoing, this Choice of Venue provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act or the Securities Act, or any claim for which the federal courts have exclusive or concurrent jurisdiction.”
CHOICE OF VENUE. If there is a lawsuit, and if the transaction evidenced by this Note occurred in [REDACTED] County, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of [REDACTED] County. State of [REDACTED].
A.All claims, actions or proceedings brought in a court of law that arise out of, require the interpretation of, and/or that are in any way related to the subject matter covered in this Agreement may be brought and litigated exclusively in the state or federal courts located in Cuyahoga County of the State of Ohio, to which courts the parties consent to both personal jurisdiction and service of process in a manner consistent with Ohio law. The only exception to this choice of venue/forum is litigation to enforce any order or judgment rendered by such Ohio state or federal court, in which case such enforcement proceeding may be litigated in another jurisdiction. This consent to personal jurisdiction and choice of venue/forum are intended by the Company and Participant to be mandatory and not permissive in nature. Progressive and Participant hereby waive any right to assert the doctrine of forum non conveniens or similar doctrine or to object to venue or jurisdiction with respect to any action or proceeding brought in accordance herewith.
4.
Choice of Venue
We will take all reasonable steps to select venues that we believe are most likely to provide the best result in the execution of orders. These venues are generally accessed via brokers and include Regulated Markets such as the London Stock Exchange, Multilateral Trading Facilities (MTFs) and electronic communication networks (ECNs). Please see the Glossary for more information. Save where we are prohibited, we may match buy and sell orders of stock between clients, orders are internally matched and then either executed through a counterparty or via ECNs in order to minimise explicit trading costs and market impact. We may also undertake programme trades where there is an appropriate basket of stocks to trade in order to reduce overall transaction costs. In certain circumstances we may execute trades outside of a Regulated Market or MTF.
To enable the dealers to assess the appropriate venue, they have access to several sources of price information and news including Reuters and Bloomberg, and receive indications of interest, quotes and information on market flow and liquidity from brokers. This access to information is designed to allow dealers to obtain the best possible result for our clients. We also take steps to ensure that we do not structure or charge our commissions in such a way as to discriminate unfairly between execution venues. For some instruments there is often only one liquid venue. For example, we will route orders relating to collective investment schemes to the operator of the scheme. However where the collective investment scheme is exchange traded (for example, exchange traded funds) we may execute these orders on or off-exchange as appropriate. Likewise, for structured over the counter (OTC) derivative instruments, there will often only be one execution venue where the bespoke instrument can be executed.
It should be noted that there may be one or more trading method or execution venue used to fill an overall order.
The list of the principal venues and counterparties may be found in the detailed Level 2 commission reports available to clients periodically.
Applicable Law and Choice of Venue
This Agreement will be interpreted and enforced under the laws of the State of Delaware without application of the conflicts of law principles thereof.
For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this Award or this Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of California and agree that any such litigation will be conducted only in the courts of California, or the federal courts of the United States located in California and no other courts.
In some markets, price volatility may mean that the timeliness of execution is a key factor, whereas in other markets or instruments that have low liquidity, it may be the mere ability to execute the trade that is a key factor. In other cases, our choice of venue may be limited (even to the fact that there may only be one platform/ market upon which we can execute orders) because of the nature of the trade.
Choice of venue is a legal term referring to a provision in a contract that designates the location or jurisdiction where any disputes related to the contract will be resolved. This may encompass the specific state, county, or even country where legal proceedings will be conducted. The chosen venue can influence various aspects of a legal case, including which court will hear the matter and which procedural rules apply.
When should I use Choice of Venue?
You should use a choice of venue provision when drafting a contract if you want to ensure predictability and convenience regarding where legal disputes will be resolved. This is particularly important in contracts where parties are operating in different jurisdictions. By agreeing to a venue in advance, parties can avoid disputes about where litigation should take place, which can save time and legal expenses.
Consider using a choice of venue when parties are from different regions or countries.
Implement it to take advantage of a jurisdiction’s specific legal framework, which may be more favorable for certain disputes.
Use it to reduce travel burdens by selecting a convenient location for most or all involved parties.
How do I write a Choice of Venue?
When writing a choice of venue clause, it’s important to clearly specify the chosen location for legal proceedings and make sure all parties agree to it. A well-drafted clause often includes:
Specificity: Clearly state the chosen state, county, or city.
Scope: Indicate whether the provision covers all disputes arising from the contract or is limited to certain types.
Consent: Ensure both parties explicitly accept the designated venue.
Example:
“The parties agree that any legal action brought under this Agreement may be initiated only in the courts of [City, State], and both parties consent to the exclusive jurisdiction of such courts.”
Which contracts typically contain a Choice of Venue?
A choice of venue clause is common in a variety of contracts, particularly where jurisdictional questions frequently arise. This includes:
Commercial Contracts: Agreements between businesses operating in different jurisdictions.
International Agreements: Contracts involving parties from different countries.
Technology and Licensing Agreements: Where parties may be located in different regions.
Service Contracts: Especially in industries like consulting or construction, where services might be rendered in various locations.
Overall, including a choice of venue clause is a strategic decision that can facilitate smoother legal processes and provide clarity for all parties involved in a contractual agreement.
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