Common use of APPLICABLE LAW AND CONSENT TO JURISDICTION Clause in Contracts

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) appoint irrevocably, to the extent such party is not a resident of the State of Delaware, Corporation Service Company, Xxxxxxxxxx, Xxxxxxxx 00000 as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; (d) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a13(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court Court, and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, Corporation Service CompanyIncorporating Services, XxxxxxxxxxLtd., Xxxxxxxx 00000 Dover, Delaware as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a11(a) of this Agreement, the Company Corporation and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) appoint irrevocably, to the extent such party is not a resident of the State of Delaware, Corporation Service Company, Xxxxxxxxxx, Xxxxxxxx 00000 [Name and address of Delaware counsel] as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; (d) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the the Delaware Court Court, and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, Corporation Service Company, 000 Xxxxxx Xxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 00000, as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement15(a), the Company Corporation and Indemnitee hereby irrevocably and unconditionally: unconditionally (a) agree that any action or proceeding Proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court Court, and not in any other state or federal court in the United States of America or any court in any other country; , (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding Proceeding arising out of or in connection with this Agreement; , (c) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, The Corporation Service Trust Company, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 00000, as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding Proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (d) waive any objection to the laying of venue of any such action or proceeding Proceeding in the Delaware Court; , and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding Proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) appoint irrevocably, to the extent such party is not a resident subject to service of process in the State of Delaware, Corporation RL&F Service CompanyCorp., XxxxxxxxxxOne Xxxxxx Square, Xxxxxxxx 00000 10th Floor, 10th and King Streets, Wilmington, Delaware 19801 as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; (d) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) appoint irrevocably, to the extent such party is not a resident of the State of Delaware, Corporation RL&F Service CompanyCorp., XxxxxxxxxxOne Xxxxxx Square, Xxxxxxxx 00000 10th Floor, 10th and King Streets, Wilmington, Delaware 19801 as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; (d) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement10(a), the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, The Corporation Service Company, Xxxxxxxxxx, Xxxxxxxx 00000 as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; Court of Chancery, and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) appoint irrevocably, to the extent such party is not a resident of the State of Delaware, Corporation RL&F Service CompanyCorp., XxxxxxxxxxOne Xxxxxx Square, Xxxxxxxx 00000 10th Floor, 10th and King Streets, Wilmington, Delaware 19801 as its agent in the State of Delaware as such party’s 's agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; (d) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a15(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) appoint irrevocably, to the extent such party is not a resident of the State of Delaware, Corporation Service CompanyXxxxxx & Xxxxxxx LLP, 00 Xxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000 as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; (d) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and all acts and transactions pursuant hereto and the legal relations between rights and obligations of the parties hereto shall be governed bygoverned, and construed and enforced interpreted in accordance with, with the laws of the State of Delaware, without regard giving effect to its principles of conflict of laws ruleslaw. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the The Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State state of Delaware, Corporation Service Company, 0000 Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000 00000, as its agent in the State state of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State state of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) appoint irrevocably, to the extent such party is not a resident of the State of Delaware, Corporation RL&F Service CompanyCorp., XxxxxxxxxxOne Xxxxxx Square, Xxxxxxxx 00000 10th Floor, 10th and King Streets, Wilmington, Delaware 19801 as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; (d) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the The Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint appoint, irrevocably, to the extent such party is not a resident of the State of Delaware, Corporation Service CompanyNational Corporate Research, XxxxxxxxxxLtd., 000 Xxxxx Xxxxxx Xxxxxxx, Xxxx xx Xxxxx, Xxxxxx of Xxxx, Xxxxxxxx 00000 as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the The Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, irrevocably CT Corporation Service CompanySystem, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of DelawareWashington, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement12(a), above, or by the Company or Indemnitee pursuant to a written agreement between the Company and Indemnitee providing for such, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court Washington State District Courts, and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court Washington State District Courts for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the Washington State of DelawareDistrict Courts, Corporation Service Company, Xxxxxxxxxx, Xxxxxxxx 00000 as its agent in the State of Delaware Washington as such party’s agent for acceptance of legal process in connection personally within the State of Washington, (iv) waive any objection to the laying of venue of any such action or proceeding in with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the Washington State of Delaware; (d) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; District Courts, and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court Washington State a District Courts has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement10(a), the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, Corporation Service Company, XxxxxxxxxxWilmington, Xxxxxxxx 00000 Delaware as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; Court of Chancery, and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) 13.1 of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court Court, and not in any other state or federal court in the United States of America or any court in any other country; , (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (c) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, The Corporation Service Trust Company, XxxxxxxxxxWilmington, Xxxxxxxx 00000 Delaware as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (d) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a12(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, Corporation Service CompanyCogency Global Inc., Xxxxxxxxxx000 Xxx Xxxxxx Xxxx, Xxxxxxxx 00000 Suite 201, in the City of Dover, County of Kent, Delaware 19904, as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; Court of Chancery, and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) appoint irrevocably, to the extent such party is not a resident of the State of Delaware, Corporation Service CompanyNational Registered Agents, XxxxxxxxxxInc., 9 East Loockerman Street, City of Dover, County of Kent, Delaware 19900 xx xxx xxxxx xx xxx Xxxxx xx Xxxxxxxx 00000 as its agent in the State of Delaware as such party’s agent for acceptance xx xxxh paxxx'x xxxxx xxx xxxxptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; (d) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the The Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint appoint, irrevocably, to the extent such party is not a resident of the State of Delaware, Corporation Service CompanyNational Corporate Research, XxxxxxxxxxLtd., 000 Xxxxx XxXxxx Xxxxxxx, Xxxx xx Xxxxx, Xxxxxx of Xxxx, Xxxxxxxx 00000 as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) appoint irrevocably, to the extent such party is not a resident of the State of Delaware, Corporation Service Company, Xxxxxxxxxx, Xxxxxxxx 00000 [ ] as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; (d) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) 13 of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, irrevocably Corporation Service Company, Xxxxxxxxxx, Xxxxxxxx 00000 Services Company as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the The Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint appoint, irrevocably, to the extent such party is not a resident of the State of Delaware, Corporation Service CompanyNational Corporate Research, XxxxxxxxxxLtd., 000 Xxxxx XxXxxx Xxxxxxx, Xxxx xx Xxxxx, Xxxxxx of Xxxx, Xxxxxxxx 00000 as its agent in the State of Delaware as such party’s 's agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of DelawareBermuda, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Supreme Court of Bermuda (the “Supreme Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (b) consent to submit to the exclusive jurisdiction of the Delaware Bermuda Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (c) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of the State of Delawareprocess in Bermuda, Corporation Service Companyirrevocably appoints Walkers Corporate (Bermuda) Limited, XxxxxxxxxxPark Place, 3rd Floor, 00 Xxx-xx-Xxxxx Xxxx, Xxxxxxxx 00000 XX 00, Bermuda, as its agent in the State of Delaware Bermuda as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; Bermuda, (d) waive any objection to the laying of venue of any such action or proceeding in the Delaware Bermuda Court; , and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Bermuda Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.. ​

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court Court, and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, Corporation Service Companyirrevocably [National Registered Agents, Xxxxxxxxxx, Xxxxxxxx 00000 Inc.] as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement10(a), the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, Corporation Service Company19904 National Registered Agents, XxxxxxxxxxInc., Xxxxxxxx 00000 Dover, Delaware as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; Court of Chancery, and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, irrevocably CT Corporation Service Company, Xxxxxxxxxx, Xxxxxxxx 00000 as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement13(a), the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the "Delaware Court"), and not in any other state or federal court in the United States of America or any court in any other country; (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (ciii) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, Corporation Service Company, Xxxxxxxxxx, Xxxxxxxx 00000 irrevocably ____________ as its agent in the State of Delaware as such party’s 's agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a13(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, irrevocably The Corporation Service CompanyTrust Company of Delaware, Xxxxxxxxxx, Xxxxxxxx 00000 [address] as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be are governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding Proceeding arising out of or in connection with this Agreement shall may be brought only in the Delaware Court of Chancery and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding Proceeding arising out of or in connection with this Agreement; , (c) appoint irrevocably, to the extent such party is not a resident of the State of Delaware, Corporation Service Company, Xxxxxxxxxx, Xxxxxxxx 00000 as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; (diii) waive any objection to the laying of venue of any such action or proceeding Proceeding in the Delaware Court; , and (eiv) waive, and agree not to plead or to make, any claim that any such action or proceeding Proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum. The Company hereby agrees to fully indemnify and hold harmless Indemnitee from any claims for contribution which may be brought by officers, directors or is subject employees of the Company (in whole or in partother than Indemnitee) to a jury trialwho may be jointly liable with Indemnitee.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) 11.1 of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court Court, and not in any other state or federal court in the United States of America or any court in any other country; , (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (c) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, The Corporation Service Trust Company, XxxxxxxxxxWilmington, Xxxxxxxx 00000 Delaware as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (d) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a11(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) appoint irrevocably, to the extent such party is not a resident of the State of Delaware, National Corporation Service CompanyResearch, XxxxxxxxxxLtd., Xxxxxxxx 00000 000 Xxxxx XxXxxx Xxxxxxx, xx xxx Xxxx xx Xxxxx, Xxxxxx of Kent, Delaware, as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; (d) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a13(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the "Delaware Court"), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, irrevocably Corporation Service Company, 0000 Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000 as its agent in the State of Delaware as such party’s 's agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a12(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, Corporation Service Company, Xxxxxxxxxx, Xxxxxxxx 00000 [•] as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; Court of Chancery, and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of DelawareWashington, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a12(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Washington Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Washington Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State of DelawareWashington, Corporation Service CompanyIncorporating Services, XxxxxxxxxxLtd., Xxxxxxxx 00000 Dover, Washington as its agent in the State of Delaware Washington as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; Washington, (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; Washington Court of Chancery, and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Washington Court of Chancery has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a13(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court Court, and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, Corporation Service CompanyIncorporating Services, XxxxxxxxxxLtd., Xxxxxxxx 00000 Dover, Delaware as its agent in the State of Delaware as such party’s 's agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the The Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, The Corporation Service Trust Company, 1000 Xxxxxx Xxxxxx, xx xxx Xxxx xx Xxxxxxxxxx, Xxxxxx of Nxx Xxxxxx, Xxxxxxxx 00000 00000, as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; Court of Chancery, and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a13(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint irrevocablyappoint, to the extent such party is not a resident of the State of Delaware, irrevocably The Corporation Service Trust Company, 0000 Xxxxxx Xxxxxx, xx xxx Xxxx xx Xxxxxxxxxx, Xxxxxxxx 00000 Xxxxxx of New Castle, Zip Code 19801, as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; Court and (ev) waive, waive and agree not to plead or to make, make any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the The Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, the Corporation Service Company, 0000 Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000 as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; Court of Chancery, and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of DelawareMaryland, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (a) agree that any action or proceeding Proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware a Maryland Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware such Maryland Court for purposes of any action or proceeding Proceeding arising out of or in connection with this Agreement; (c) appoint irrevocably, to the extent such party is not a resident of the State of DelawareMaryland, Corporation Service Company, Xxxxxxxxxx, Xxxxxxxx 00000 [____________________] as its agent in the State of Delaware Maryland as such party’s agent for acceptance of legal process in connection with any such action or proceeding Proceeding against such party with the same legal force and validity as if served upon such party personally within the State of DelawareMaryland; (d) waive any objection to the laying of venue of any such action or proceeding Proceeding in the Delaware Maryland Court; and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding Proceeding brought in the Delaware a Maryland Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) appoint irrevocably, to the extent such party is not a resident of the State of Delaware, Corporation RL&F Service CompanyCorp., XxxxxxxxxxOne Rodney Square, Xxxxxxxx 00000 10th Floor, 10th and King Streets, Wilmington, Delawaxx 00001 as its agent in the State of Delaware as such party’s 's agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; (d) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement), the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court Court, and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) appoint irrevocably, to the extent such party is not a resident of the State of Delaware, Corporation Service CompanyNational Registered Agents, Xxxxxxxxxx000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxx Xxxxxxxx 00000 as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; (d) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a12(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court Court, and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, Corporation Service Company, XxxxxxxxxxWilmington, Xxxxxxxx 00000 Delaware as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the The Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint appoint, irrevocably, to the extent such party is not a resident of the State of Delaware, Corporation Service Company, 0000 Xxxxxxxxxxx Xxxx, Xxxx xx Xxxxxxxxxx, Xxxxxx of Xxx Xxxxxx, Xxxxxxxx 00000 as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the 4826-6168-6974v5 Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court Court, and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, irrevocably Corporation Service Company, 0000 Xxxxxxxxxxx Xxxx, Xxxxx 000 Xxxxxxxxxx, Xxxxxxxx 00000 XX 00000, as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a12(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, Corporation Service the person or entity who is listed as the Company, Xxxxxxxxxx, Xxxxxxxx 00000 as its ’s registered agent in the State of Delaware in the records of the Delaware Secretary of State as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a12(a) of this Agreementhereof, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States xxxxxxx xxxxx xx xxx Xxxxxx Xxxxxx of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, Corporation Service Company, XxxxxxxxxxWilmington, Xxxxxxxx 00000 Delaware as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; Court of Chancery and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a13(a) of this Agreementhereof, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court Court, and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) appoint irrevocably, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, Corporation Service Company, 000 Xxxxxx Xxxxx Xxxxx, Xxxx xx Xxxxxxxxxx, Xxxxxxxx 00000 as its agent in the State Xxxxxx of Delaware New Castle, 19808 as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; (d) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a10(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court Court, and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, Corporation Service Company, Xxxxxxxxxx, Xxxxxxxx 00000 irrevocably [______________] as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) appoint irrevocably, to the extent such party is not a resident of the State of Delaware, Corporation RL&F Service CompanyCorp., XxxxxxxxxxOne Rxxxxx Square, Xxxxxxxx 00000 10th Floor, 10th and King Streets, Wilmington, Delaware 19801 as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; (d) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a15(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) appoint irrevocably, to the extent such party is not a resident of the State of Delaware, The Corporation Service Trust Company, Corporate Trust Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; (d) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) appoint irrevocably, to the extent such party is not a resident of the State of Delaware, The Corporation Service Trust Company, 0000 Xxxxxx Xxxxxx, Xxxx xx Xxxxxxxxxx, Xxxxxx of Xxx Xxxxxx, Xxxxx xx Xxxxxxxx 00000 as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; (d) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be are governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding Proceeding arising out of or in connection with this Agreement shall may be brought only in the Court of Chancery of the State of Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware Court for purposes of any action or proceeding Proceeding arising out of or in connection with this Agreement; , (ciii) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, Corporation Service Company, Xxxxxxxxxx, Xxxxxxxx 00000 as its the registered agent of the Company in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding Proceeding in the Delaware Court; Court of Chancery of the State of Delaware, and (eiv) waive, and agree not to plead or to make, any claim that any such action or proceeding Proceeding brought in the Court of Chancery of the State of Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a11(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) appoint irrevocably, to the extent such party is not a resident of the State of Delaware, National Corporation Service CompanyResearch, XxxxxxxxxxLtd., Xxxxxxxx 00000 as its agent in the State 000 Xxxxx XxXxxx Xxxxxxx, xx xxx Xxxx xx Xxxxx, Xxxxxx of Delaware Kent, Delaware, as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; (d) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (c) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, Corporation Service Company, Xxxxxxxxxx, Xxxxxxxx 00000 irrevocably as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (d) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of DelawareNew York, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (a) agree that any action or proceeding Proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware New York Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware New York Court for purposes of any action or proceeding Proceeding arising out of or in connection with this Agreement; (c) appoint irrevocably, to the extent such party is not a resident of the State of DelawareNew York, Corporation Service Company, Xxxxxxxxxx, Xxxxxxxx 00000 [____________________] as its agent in the State of Delaware New York as such party’s agent for acceptance of legal process in connection with any such action or proceeding Proceeding against such party with the same legal force and validity as if served upon such party personally within the State of DelawareNew York; (d) waive any objection to the laying of venue of any such action or proceeding Proceeding in the Delaware New York Court; and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding Proceeding brought in the Delaware New York Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement10(a), the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, Corporation Service CompanyVcorp Services, XxxxxxxxxxLLC, Xxxxxxxx 00000 Wilmington, Delaware as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; Court of Chancery, and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between described herein among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a12(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, Corporation Service CompanyIncorporating Services, XxxxxxxxxxLtd., Xxxxxxxx 00000 Wilmington, Delaware, as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; Court of Chancery, and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a11(a) of this Agreement, the Company Corporation and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) appoint irrevocably, to the extent such party is not a resident of the State of Delaware, Corporation Service CompanyAxxxxx & Lxxxxx LLP, 1000 Xxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000 as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; (d) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court Court, and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, Corporation Service Company, Xxxxxxxxxx, Xxxxxxxx 00000 irrevocably Incorporating Services Ltd. as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall will be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the The Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall will be brought only in the Chancery Court of the State of Delaware Court (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint irrevocably, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, Corporation Service Company, 0000 Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx XX 00000 as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a12(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, Corporation Service CompanyTrust Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 XX 00000, as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; Court of Chancery, and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall will be governed by, by and construed and enforced in accordance with, with the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any an arbitration commenced by the Indemnitee pursuant to Section 14(a) of this Agreement12(a), the Company and the Indemnitee hereby irrevocably and unconditionally: (ai) agree that any an action or proceeding arising out of or in connection with this Agreement shall will be brought only in the Delaware Court of Chancery and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any an action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, Corporation Service Company, 000 Xxxxxx Xxxxx Xxxxx, Xxxx xx Xxxxxxxxxx, Xxxxxx of Xxx Xxxxxx, Xxxxxxxx 00000 00000, as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such an action or proceeding against such party with the same legal force and validity as if served upon on such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; Court of Chancery, and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement), the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court Court, and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) appoint irrevocably, to the extent such party is not a resident of the State of Delaware, Corporation Service CompanyNational Registered Agents, Xxxxxxxxxx000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxx Xxxxxxxx 00000 as its agent in the State of Delaware as such party’s 's agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; (d) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) appoint irrevocably, to the extent such party is not a resident of the State of Delaware, Corporation Service Company, XxxxxxxxxxWixxxxxxxx, Xxxxxxxx 00000 as xs its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; (d) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement10(a), the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, The Corporation Service Trust Company, XxxxxxxxxxWilmington, Xxxxxxxx 00000 Delaware as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; Court of Chancery, and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.. ​

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a12(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, Corporation Service CompanyNational Registered Agents, Inc, 0000 Xxxxxx Xxxxxx, Xxxx xx Xxxxxxxxxx, Xxxxxxxx 00000 Xxxxxx xx Xxx Xxxxxx, 00000, as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; Court of Chancery, and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of DelawareMaryland, without regard to its conflict conflicts of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a15(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (a) agree that any action or proceeding Proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware a Maryland Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware such Maryland Court for purposes of any action or proceeding Proceeding arising out of or in connection with this Agreement; (c) appoint irrevocably, to the extent such party is not a resident of the State of DelawareMaryland, Corporation Service Company, Xxxxxxxxxx, Xxxxxxxx 00000 [____________________] as its agent in the State of Delaware Maryland as such party’s agent for acceptance of legal process in connection with any such action or proceeding Proceeding against such party with the same legal force and validity as if served upon such party personally within the State of DelawareMaryland; (d) waive any objection to the laying of venue of any such action or proceeding Proceeding in the Delaware Maryland Court; and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding Proceeding brought in the Delaware a Maryland Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) appoint irrevocably, to the extent such party is not a resident of the State of Delaware, Corporation Service CompanyXxxxxx & Xxxxxxx LLP, 00 Xxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000 as its agent in the State of Delaware as such party’s 's agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; (d) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement13(a), the Company Xxxxxx US and Indemnitee hereby irrevocably and unconditionally: unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court Court, and not in any other state or federal court in the United States of America or any court in any other country; , (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (c) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, The Corporation Service Trust Company, XxxxxxxxxxWilmington, Xxxxxxxx 00000 Delaware as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (d) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) appoint irrevocably, to the extent such party is not a resident of the State of Delaware, Corporation Service CompanyXxxxxx & Xxxxxx LLP, 0000 Xxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000 as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; (d) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) appoint irrevocably, to the extent such party is not a resident of the State of Delaware, Corporation Service CompanyNational Registered Agents, XxxxxxxxxxInc., 0 Xxxx Xxxxxxxxxx Xxxxxx, Xxxx xx Xxxxx, Xxxxxx of Xxxx, Xxxxxxxx 00000 as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; (d) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the The Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint appoint, irrevocably, to the extent such party is not a resident of the State of DelawareDelaware Registered Agents and Incorporators, Corporation Service CompanyL.L.C., Xxxxxxxxxx000 Xxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxxx, Xxxxxx of Xxx Xxxxxx, XX 00000 as its agent in the State of Delaware as such party’s 's agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a12(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint irrevocablyirrevocably appoint, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, Corporation Service Company, Xxxxxxxxxx, Xxxxxxxx 00000 as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be are governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action action, claim, or proceeding between the parties arising out of or in connection with this Agreement shall may be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; , provided that if, and only if, the Delaware Court lacks jurisdiction, the parties agree that any such action or Proceeding may be brought in any state or federal court in the State of Delaware, (bii) consent to submit to the exclusive jurisdiction of the Delaware Court (or, if applicable, any other state or federal court in the State of Delaware) for purposes of any action action, claim, or proceeding arising out of or in connection with this Agreement; , (c) appoint irrevocably, to the extent such party is not a resident of the State of Delaware, Corporation Service Company, Xxxxxxxxxx, Xxxxxxxx 00000 as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; (diii) waive any objection to the laying of venue of any such action action, claim, or proceeding in the Delaware Court; Court (or, if applicable, any other state or federal court in the State of Delaware) , and (eiv) waive, and agree not to plead or to make, any claim that any such action action, claim, or proceeding brought in the Delaware Court (or, if applicable, any other state or federal court in the State of Delaware) has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement10(a), the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, The Corporation Service Company, XxxxxxxxxxWxxxxxxxxx, Xxxxxxxx 00000 as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; Court of Chancery, and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) appoint irrevocably, to the extent such party is not a resident of the State of Delaware, Corporation RL&F Service CompanyCorp., XxxxxxxxxxOne Xxxxxx Square, Xxxxxxxx 00000 10th Floor, 10th and King Streets, Wilmington, Delaware 19801 as its agent in the State of Delaware as such party’s 's agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; (d) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement), the Company Ensco Delaware and Indemnitee hereby irrevocably and unconditionally: unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court Court, and not in any other state or federal court in the United States of America or any court in any other country; , (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (c) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, The Corporation Service Trust Company, XxxxxxxxxxWilmington, Xxxxxxxx 00000 Delaware as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (d) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) appoint irrevocably, to the extent such party is not a resident of the State of Delaware, Corporation Service Company, 0000 Xxxxxxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx XX 00000 as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; (d) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court Court, and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, irrevocably Corporation Service Company, 0000 Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000 as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (c) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, Corporation Service Company, 0000 Xxxxxxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx 00000 irrevocably as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (d) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement), the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court Court, and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) appoint irrevocably, to the extent such party is not a resident of the State of Delaware, The Corporation Service Trust Company, 1200 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 as its agent in the State of Delaware as xx such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; (d) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement13(a), the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, The Corporation Service Company, XxxxxxxxxxWilmington, Xxxxxxxx 00000 Delaware as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; Court of Chancery, and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a12(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; country (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint irrevocablyappoint, to the extent such party is not a resident of the State of Delaware, irrevocably the Corporation Service Trust Company, Xxxxxxxxxx, Xxxxxxxx 00000 0000 Xxxxxx Xxxxxx in the City of Wilmington as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee the Director pursuant to Section 14(a8(a) of this Agreement, the Company Corporations and Indemnitee the Director hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, Corporation Service Company, Xxxxxxxxxx, Xxxxxxxx 00000 irrevocably as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a14(1) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the "Delaware Court"), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint irrevocablyappoint, to the extent such party is not a resident of the State of Delaware, irrevocably Corporation Service Company, Xxxxxxxxxx, Xxxxxxxx 00000 Company as its agent in the State of Delaware as such party’s 's agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) appoint irrevocably, to the extent such party is not a resident of the State of Delaware, Corporation Service CompanyAbrams & Laster LLP, Xxxxxxxxxx1521 Concord Pike, Suite 303, Wilmington, Xxxxwarx 00003 as itx xxxxx xx xxx Xxxxx xx Xxxxxxxx 00000 as its agent in the State of Delaware as such party’s agent for acceptance xx xxxx xxxxx'x xxxxx xxx xxceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; (d) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties patties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee Indemnified Parties pursuant to Section 14(a13(a) of this Agreement, the Company and Indemnitee Indemnified Parties hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, The Corporation Service Trust Company, XxxxxxxxxxWilmington, Xxxxxxxx 00000 Delaware as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; Court of Chancery, and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement11(a), the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, The Corporation Service Trust Company, XxxxxxxxxxWilmington, Xxxxxxxx 00000 Delaware as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; Court of Chancery, and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) appoint irrevocably, to the extent such party is not a resident of the State of Delaware, Corporation RL&F Service CompanyCorp., XxxxxxxxxxOne Xxxxxx Square, Xxxxxxxx 00000 10th Floor, 10th and King Streets, Wilmington, Delaware 19801 as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; (d) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; Court and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a13(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court Court, and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint irrevocablyirrevocably appoint, to the extent such party is not a resident of the State of Delaware, Corporation RL&F Service CompanyCorp., XxxxxxxxxxOne Rxxxxx Square, Xxxxxxxx 00000 10th Floor, 10th and King Streets, Wilmington, Delaware 19801 as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (subject, in whole or in part) , to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement15(a), the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (a) agree that any action or proceeding Proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court Court, and not in any other state or federal court in the United States of America or any court in any other country; , (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding Proceeding arising out of or in connection with this Agreement; , (c) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, The Corporation Service Trust Company, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 00000, as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding Proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (d) waive any objection to the laying of venue of any such action or proceeding Proceeding in the Delaware Court; , and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding Proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement10(a), the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, Corporation Service CompanyNational Registered Agents, Inc., 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; Court of Chancery, and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the "Delaware Court"), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint irrevocablyappoint, to the extent such party is not a resident of the State of Delaware, Corporation Service Companyirrevocably National Registered Agents, XxxxxxxxxxInc. 0 X. Xxxxxxxxxx St., Xxxxxxxx 00000 Dover, Delaware 19901 as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be are governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action action, claim, or proceeding between the parties arising out of or in connection with this Agreement shall may be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; , provided that if, and only if, the Delaware Court lacks jurisdiction, the parties agree that any such action or Proceeding may be brought in any state or federal court in the State of Delaware, (bii) consent to submit to the exclusive jurisdiction of the Delaware Court (or, if applicable, any other state or federal court in the State of Delaware) for purposes of any action action, claim, or proceeding arising out of or in connection with this Agreement; , (c) appoint irrevocably, to the extent such party is not a resident of the State of Delaware, Corporation Service Company, Xxxxxxxxxx, Xxxxxxxx 00000 as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; (diii) waive any objection to the laying of venue of any such action action, claim, or proceeding in the Delaware Court; Court (or, if applicable, any other state or federal court in the State of Delaware), and (eiv) waive, and agree not to plead or to make, any claim that any such action action, claim, or proceeding brought in the Delaware Court (or, if applicable, any other state or federal court in the State of Delaware) has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, Corporation Service Company, Xxxxxxxxxx, Xxxxxxxx 00000 irrevocably [address of agent for service of process] as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, irrevocably, Corporation Service Company, 000 Xxxxxx Xxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; (d) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a13(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court Court, and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint irrevocablyirrevocably appoint, to the extent such party is not a resident of the State of Delaware, Corporation RL&F Service CompanyCorp., XxxxxxxxxxOne Xxxxxx Square, Xxxxxxxx 00000 10th Floor, 10th and King Streets, Wilmington, Delaware 19801 as its agent in the State of Delaware as such party’s 's agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (subject, in whole or in part) , to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court Court, and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) appoint irrevocablyappoint, to the extent such party is not a resident otherwise subject to service of process in the State of Delaware, Corporation Service Company, Xxxxxxxxxx, Xxxxxxxx 00000 irrevocably [l]1 as its agent in the State of Delaware as such party’s 's agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; , (div) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (ev) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations between among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) appoint irrevocably, to the extent such party is not a resident of the State of Delaware, The Corporation Service Trust Company, Corporation Trust Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 as its agent in the State of Delaware as such party’s 's agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; (d) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.