Common use of Choice of Law; Consent to Jurisdiction Clause in Contracts

Choice of Law; Consent to Jurisdiction. All disputes, claims or controversies arising out of this Agreement, or the negotiation, validity or performance of this Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its rules of conflict of laws. Each of TWUS and the Holders hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts of the State of New York and of the United States of America located in the State of New York (the "New York Courts") for any litigation arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the New York Courts and agrees not to plead or claim in any New York Court that such litigation brought therein has been brought in any inconvenient forum. Each of the parties hereto agrees, (a) to the extent such party is not otherwise subject to service of process in the State of New York, to appoint and maintain an agent in the State of New York as such party's agent for acceptance of legal process, and (b) that service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (a) or (b) above shall have the same legal force and effect as if served upon such party personally within the State of New York. For purposes of implementing the parties' agreement to appoint and maintain an agent for service of process in the State of New York, each party shall appoint an agent that is reasonably acceptable to the Holders and TWUS.

Choice of Law; Consent to Jurisdiction. All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement shall be governed by and construed in accordance with the laws of the State of New York Delaware without regard to its rules of conflict of laws. Each Stockholder and each of TWUS Target and the Holders MergerCo hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts of the State of New York Delaware and of the United States of America located in the State of New York Delaware (the "New York CourtsDELAWARE COURTS") for any litigation arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the New York Delaware Courts and agrees not to plead or claim in any New York Delaware Court that such litigation brought therein has been brought in any inconvenient forum. Each of the parties hereto agrees, (a) to the extent such party is not otherwise subject to service of process in the State of New YorkDelaware, to appoint and maintain an agent in the State of New York Delaware as such party's agent for acceptance of legal process, and (b) that service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (a) or (b) above shall have the same legal force and effect as if served upon such party personally within the State of New YorkDelaware. For purposes of implementing the parties' agreement to appoint and maintain an agent for service of process in the State of New YorkDelaware, each such party shall does hereby appoint an agent that is reasonably acceptable to the Holders and TWUSCT Corporation, Corporation Trust Center, 1209 Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000, xx such agent.

Choice of Law; Consent to Jurisdiction. All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement shall be governed by and construed in accordance with the laws of the State of New York Delaware without regard to its rules of conflict of laws. Each of TWUS Stockholder and the Holders Buyer hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts of the State of New York Delaware and of the United States of America located in the State of New York Delaware (the "New York CourtsDELAWARE COURTS") for any litigation arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the New York Delaware Courts and agrees not to plead or claim in any New York Delaware Court that such litigation brought therein has been brought in any inconvenient forum. Each of the parties hereto agrees, (a) to the extent such party is not otherwise subject to service of process in the State of New YorkDelaware, to appoint and maintain an agent in the State of New York Delaware as such party's agent for acceptance of legal process, and (b) that service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (a) or (b) above shall have the same legal force and effect as if served upon such party personally within the State of New YorkDelaware. For purposes of implementing the parties' agreement to appoint and maintain an agent for service of process in the State of New YorkDelaware, each such party shall does hereby appoint an agent that is reasonably acceptable to the Holders and TWUSCT Corporation, Corporation Trust Center, 1209 Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000, xx such agent.

Choice of Law; Consent to Jurisdiction. All disputesTHIS AGREEMENT HAS BEEN DELIVERED IN THE STATE OF NEW YORK AND THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, claims or controversies arising out of this AgreementINCLUDING ALL MATTERS OF CONSTRUCTION, or the negotiation, validity or performance of this Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its rules of conflict of lawsVALIDITY AND PERFORMANCE. Each of TWUS and the Holders hereby irrevocably and unconditionally consents to submit parties hereto, to the sole and extent it may do so under applicable law, for purposes hereof: (a) irrevocably submits itself to the exclusive jurisdiction of the courts of the State of New York sitting in the City of New York and to the exclusive jurisdiction of the United States of America located in District Court for the State Southern District of New York (York, for the "New York Courts") for purposes of any litigation suit, action or other proceeding arising out of or relating to this Agreement, the subject matter hereof or any of the negotiationtransactions contemplated hereby brought by any party or parties hereto or thereto, validity or performance of this Agreement their successors or permitted assigns; (b) waives, and agrees not to commence assert, by way of motion, as a defense, or otherwise, in any litigation relating thereto except such suit, action or proceeding, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof or any of the transactions contemplated hereby may not be enforced in or by such courts), waives any objection to the laying of venue of any such litigation in the New York Courts and ; (c) agrees not to plead or claim in any New York Court that such litigation brought therein has been brought in any inconvenient forum. Each of the parties hereto agrees, (a) to the extent such party is not otherwise subject to service of process in the State any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of New Yorkmail), postage prepaid, to appoint and maintain an agent each party hereto at its address set forth in Section 17, or at such other address of which the State of New York as such party's agent for acceptance of legal process, other parties shall have been notified pursuant thereto; and (bd) agrees that service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by nothing herein shall affect the United States Postal Service constituting evidence of valid service. Service made pursuant right to (a) or (b) above shall have the same legal force and effect as if served upon such party personally within the State of New York. For purposes of implementing the parties' agreement to appoint and maintain an agent for service of process in any other manner permitted by law or shall limit the State of New York, each party shall appoint an agent that is reasonably acceptable right to the Holders and TWUSxxx in any other jurisdiction.

Choice of Law; Consent to Jurisdiction. All disputes, claims or controversies arising out of this Agreement, or the negotiation, validity or performance of this Agreement Agreement, or the Transactions shall be governed by and construed in accordance with the laws of the State Commonwealth of New York Massachusetts without regard to its rules of conflict of laws. Each of TWUS the Company, Parent and the Holders Acquisition Sub hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts of the State of New York Delaware and of the United States District Court for the District of America located in the State of New York Delaware (the "New York CourtsDELAWARE COURTS") for any litigation arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement Agreement, or the Transactions (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the New York Delaware Courts and agrees not to plead or claim in any New York Delaware Court that such litigation brought therein has been brought in any inconvenient forum. Each of the parties hereto agrees, (a) to the extent such party is not otherwise subject to service of process in the State of New YorkDelaware, to appoint and maintain an agent in the State of New York Delaware as such party's agent for acceptance of legal process, and (b) that service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (a) or (b) above shall have the same legal force and effect as if served upon such party personally within the State of New YorkDelaware. For purposes of implementing the parties' agreement to appoint and maintain an agent for service of process in the State of New YorkDelaware, each such party shall does hereby appoint an agent that is reasonably acceptable to the Holders and TWUSCT Corporation, Corporation Trust Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000, as such agent.

Choice of Law; Consent to Jurisdiction. All disputes, claims or controversies arising out of this Agreement, or the negotiation, validity or performance of this Agreement Agreement, or the Transactions shall be governed by and construed in accordance with the laws of the State of New York Delaware without regard to its rules of conflict of laws. Each of TWUS the Company, Parent and the Holders MergerCo hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts of the State of New York Delaware and of the United States District Court for the District of America located in the State of New York Delaware (the "New York Delaware Courts") for any litigation arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement Agreement, or the Transactions (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the New York Delaware Courts and agrees not to plead or claim in any New York Delaware Court that such litigation brought therein has been brought in any an inconvenient forum. Each of the parties hereto agrees, (a) to the extent such party is not otherwise subject to service of process in the State of New YorkDelaware, to appoint and maintain an agent in the State of New York Delaware as such party's agent for acceptance of legal process, and (b) that service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (a) or (b) above shall have the same legal force and effect as if served upon such party personally within the State of New York. For purposes of implementing the parties' agreement to appoint and maintain an agent for service of process in the State of New York, each party shall appoint an agent that is reasonably acceptable to the Holders and TWUS.valid

Choice of Law; Consent to Jurisdiction. All disputes, claims or controversies arising out of this Agreement, or the negotiation, validity or performance of this Agreement Agreement, or the Transactions shall be governed by and construed in accordance with the laws of the State of New York Delaware without regard to its rules of conflict of laws. Each of TWUS Parent, MergerCo and the Holders Company hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts of the State of New York Delaware and of the United States of America located in the State of New York Delaware (the "New York Delaware Courts") for any litigation arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement Agreement, or the Transactions (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the New York Delaware Courts and agrees not to plead or claim in any New York Delaware Court that such litigation brought therein has been brought in any inconvenient forum. Each of the parties hereto agrees, (a) to the extent such party is not otherwise subject to service of process in the State of New YorkDelaware, to appoint and maintain an agent in the State of New York Delaware as such party's agent for acceptance of legal process, and (b) that service of process may also be made on such party by prepaid certified mail with a proof of mailing 61 68 receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (a) or (b) above shall have the same legal force and effect as if served upon such party personally within the State of New YorkDelaware. For purposes of implementing the parties' agreement to appoint and maintain an agent for service of process in the State of New YorkDelaware, each such party shall does hereby appoint an agent that is reasonably acceptable to the Holders and TWUSThe Corporation Trust Company, 1209 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000, xx such agent.

Choice of Law; Consent to Jurisdiction. All disputes, claims or controversies (whether in contract or tort) arising out of or relating to this AgreementAgreement and the other Transaction Documents, or the negotiation, validity or performance of this Agreement and the other Transaction Documents, or the transactions contemplated hereby or thereby, shall be governed by and construed in accordance with the internal laws of the State of New York Delaware without regard to its rules of choice or conflict of lawslaw provisions. Each of TWUS Buyer, Parent and the Holders Seller hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the state courts of the State of New York and of the United States of America located Delaware (or, if such court declines to accept jurisdiction over a particular matter or matters, in any federal district court within the State of New York Delaware) (the "New York “Chosen Courts"”) for any litigation litigation, controversy or dispute arising out of or relating to this AgreementAgreement or the other Transaction Documents, or the negotiation, validity or performance of this Agreement or the other Transaction Documents, or the transactions contemplated hereby or thereby (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the New York Chosen Courts and agrees not to plead or claim in any New York Chosen Court that such litigation brought therein has been brought in any inconvenient forum. Each of the parties hereto agrees, (a) to the extent such party is not otherwise subject to service of process in the State of New YorkDelaware, to appoint and maintain an agent in the State of New York Delaware as such party's ’s agent for acceptance of legal process, process and (b) that service of process may also be made on such party by prepaid certified mail to the addresses specified in this Agreement with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (a) or (b) above shall have the same legal force and effect as if served upon such party personally within the State of New York. For purposes of implementing the parties' agreement to appoint and maintain an agent for service of process in the State of New York, each party shall appoint an agent that is reasonably acceptable to the Holders and TWUSDelaware.

Choice of Law; Consent to Jurisdiction. All disputes, claims or controversies arising out of this Agreement, or the negotiation, validity or performance of this Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its rules of conflict of laws. Each of TWUS and the Holders hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts of the State of New York and of the United States of America located in the State of New York (the "New York Courts") for any litigation arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the Laws of the State of Delaware, without regard to its rules of conflict of laws. Each of the parties hereto hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the state courts of the State of Delaware and of the United States District Court for the District of Delaware (the “Chosen Courts”) for any Proceeding arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby (and agrees not to commence any litigation Proceeding relating thereto except in such courts), waives any objection to the laying of venue of any such litigation Proceeding in the New York Chosen Courts and agrees not to plead or claim in any New York Chosen Court that such litigation Proceeding brought therein has been brought in any inconvenient forum. Each of the parties hereto agrees, (a) to the extent such party is not otherwise subject to service of process in the State of New YorkDelaware (pursuant to clause (b) below or otherwise), to appoint and maintain an agent in the State of New York Delaware as such party's ’s agent for acceptance of legal process, process and (b) that service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to clauses (a) or (b) above shall have the same legal force and effect as if served upon such party personally within the State of New YorkDelaware. For purposes Notwithstanding any of implementing the parties' agreement to appoint and maintain an agent for service of process foregoing, the calculations made in the State Closing Statement shall be resolved in accordance with the provisions of New YorkSection 2.6. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AND ANY ACTION, each party shall appoint an agent that is reasonably acceptable to the Holders and TWUSPROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF ANY PARTY HERETO IN NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

Choice of Law; Consent to Jurisdiction. All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of New York Delaware without regard to its rules of conflict of laws. Each of TWUS the Company, Parent and the Holders MergerCo hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts of the State of New York Delaware and of the United States District Court for the District of America located in the State of New York Delaware (the "New York “Chosen Courts"”) for any litigation arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement Agreement, or the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the New York Chosen Courts and agrees not to plead or claim in any New York Chosen Court that such litigation brought therein has been brought in any inconvenient forum. Each of the parties hereto agrees, (a) to the extent such party is not otherwise subject to service of process in the State of New YorkDelaware, to appoint and maintain an agent in the State of New York Delaware as such party's ’s agent for acceptance of legal process, process and (b) that service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (a) or (b) above shall have the same legal force and effect as if served upon such party personally within the State of New YorkDelaware. For purposes of implementing the parties' ’ agreement to appoint and maintain an agent for service of process in the State of New YorkDelaware, each party shall of Parent, MergerCo, the Company and the Stockholders’ Representative does hereby appoint an agent that is reasonably acceptable to the Holders and TWUSThe Corporation Trust Company, Corporation Trust Center, 0000 Xxxxxx Xxxxxx, xx xxx Xxxx xx Xxxxxxxxxx, Xxxxxx of Xxx Xxxxxx, Xxxxx xx Xxxxxxxx 00000, as such agent.

Choice of Law; Consent to Jurisdiction. All disputesExcept as expressly provided for hereunder (including as provided for under Exhibit A, claims Section 3.6, Section 8.9 or controversies Article X, which shall control as provided for therein), any Proceedings arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement Agreement, or the Contemplated Transactions shall be governed by and construed in accordance with the laws of the State of New York Delaware (including in respect of the statute of limitations or other limitations periods applicable to any such claim, controversy or dispute), without regard to its rules of conflict of laws. Each of TWUS the Company, Buyer and the Holders Merger Sub hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the state courts of the State of New York Delaware and of the United States District Court for the District of America located in the State of New York Delaware (the "New York “Chosen Courts"”) for any litigation arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement Agreement, or the Contemplated Transactions (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the New York Chosen Courts and agrees not to plead or claim in any New York Chosen Court that such litigation brought therein has been brought in any inconvenient forum. Each of the parties hereto agrees, (a) to the extent such party is not otherwise subject to service of process in the State of New YorkDelaware, to appoint and maintain an agent in the State of New York Delaware as such party's ’s agent for acceptance of legal process, process and (b) that service of process may also be made on such party by prepaid certified mail (to the address of the party and in the manner provided for the giving of notices in Section 13.1) with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to clauses (a) or (b) above shall have the same legal force and effect as if served upon such party personally within the State of New York. For purposes of implementing the parties' agreement to appoint and maintain an agent for service of process in the State of New York, each party shall appoint an agent that is reasonably acceptable to the Holders and TWUSDelaware.

Choice of Law; Consent to Jurisdiction. (a) All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of New York Delaware without regard to its rules of conflict of laws. Each of TWUS the Company, Parent and the Holders MergerCo hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts of the State of New York and of the United States of America located in the State of New York (the "New York Courts") Delaware Chancery Court for any litigation arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement Agreement, or the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the New York Courts such court and agrees not to plead or claim in any New York Court such court that such litigation brought therein has been brought in any inconvenient forum. Each of the parties hereto agrees, (a) to the extent such party is not otherwise subject to service of process in the State of New YorkDelaware, to appoint and maintain an agent in the State of New York Delaware as such party's ’s agent for acceptance of legal process, and (b) that service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (a) or (b) above shall have the same legal force and effect as if served upon such party personally within the State of New YorkDelaware. For purposes of implementing the parties' ’ agreement to appoint and maintain an agent for service of process in the State of New YorkDelaware, each party shall of Parent and MergerCo does hereby appoint an agent that is reasonably acceptable to Corporation Services Company, 0000 Xxxxxxxxxxx Xx., Xxxxx 000, Xxxxxxxxxx, XX 00000, as such agent, and the Holders and TWUSCompany does hereby appoint The Corporation Trust Company, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000 as such agent.

Choice of Law; Consent to Jurisdiction. All disputesThe law, claims or controversies arising out including the statutes of this Agreementlimitation, or the negotiation, validity or performance of this Agreement shall be governed by and construed in accordance with the laws of the State of New York Delaware shall govern this Agreement, the interpretation and enforcement of its terms and any claim or cause of action (in law or equity), controversy or dispute arising out of or related to it or its negotiation, execution or performance, whether based on contract, tort, statutory or other law, in each case without regard giving effect to its rules any conflicts-of-law or other principle requiring the application of conflict the law of lawsany other jurisdiction. Each of TWUS the Company, Buyer Entities and the Holders Seller Representative hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts Court of Chancery of the State of New York and of the United States of America located in the State of New York Delaware (the "New York “Chosen Courts"”) for any litigation arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement Agreement, or the Contemplated Transactions (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the New York Chosen Courts and agrees not to plead or claim in any New York Chosen Court that such litigation brought therein has been brought in any inconvenient forum. Each of the parties Parties hereto agrees, (a) to the extent such party Party is not otherwise subject to service of process in the State of New YorkDelaware, to appoint and maintain an agent in the State of New York Delaware as such party's Party’s agent for acceptance of legal process, process and (b) that service of process may also be made on such party Party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (a) or (b) above shall have the same legal force and effect as if served upon such party Party personally within the State of New YorkDelaware. For purposes Notwithstanding any of implementing the parties' agreement to appoint foregoing, any and maintain an agent for service of process in the State of New York, each party shall appoint an agent that is reasonably acceptable all disputes relating to the Holders and TWUSClosing Statement shall be exclusively resolved in accordance with the provisions of Section 3.4.

Choice of Law; Consent to Jurisdiction. All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement Agreement, or the Transactions shall be governed by and construed in accordance with the laws of the State of New York Delaware without regard to its rules of conflict of laws. Each of TWUS the Company and the Holders MergerCo hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts of the State of New York Delaware and of the United States of America located in the State of New York Delaware (the "New York Delaware Courts") for any litigation arising out of or relating to this Agreement, or the negotiation, 41 47 validity or performance of this Agreement Agreement, or the Transactions (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the New York Delaware Courts and agrees not to plead or claim in any New York Delaware Court that such litigation brought therein has been brought in any inconvenient forum. Each of the parties hereto agrees, (a) to the extent such party is not otherwise subject to service of process in the State of New YorkDelaware, to appoint and maintain an agent in the State of New York Delaware as such party's agent for acceptance of legal process, and (b) that service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (a) or (b) above shall have the same legal force and effect as if served upon such party personally within the State of New YorkDelaware. For purposes of implementing the parties' agreement to appoint and maintain an agent for service of process in the State of New YorkDelaware, each such party shall does hereby appoint an agent that is reasonably acceptable to the Holders and TWUSCT Corporation, Corporation Trust Center, 1209 Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000, xx such agent.

Choice of Law; Consent to Jurisdiction. All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of New York Delaware without regard to its rules of conflict of laws. Each of TWUS the Company, Parent and the Holders MergerCo hereby irrevocably and unconditionally consents to submit to the sole and non-exclusive jurisdiction of the courts of the State of New York Delaware and of the United States District Court for the District of America located in the State of New York Delaware (the "New York “Chosen Courts"”) for any litigation arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement Agreement, or the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the New York Chosen Courts and agrees not to plead or claim in any New York Chosen Court that such litigation brought therein has been brought in any inconvenient forum. Each of the parties hereto agrees, (a) to the extent such party is not otherwise subject to service of process in the State of New YorkDelaware, to appoint and maintain an agent in the State of New York Delaware as such party's ’s agent for acceptance of legal process, process and (b) that service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (a) or (b) above shall have the same legal force and effect as if served upon such party personally within the State of New YorkDelaware. For purposes of implementing the parties' ’ agreement to appoint and maintain an agent for service of process in the State of New YorkDelaware, each party shall of Parent and MergerCo does hereby appoint an agent that is reasonably acceptable to the Holders and TWUSThe Corporation Trust Company, Corporation Trust Center, 1200 Xxxxxx Xxxxxx, xx xxx Xxxx xx Xxxxxxxxxx, Xxxxxx xf Nex Xxxxxx, Xxxxx xx Xxxxxxxx 00000, as such agent.

Choice of Law; Consent to Jurisdiction. All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of New York Delaware without regard to its rules of conflict of laws. Each of TWUS the Company, Parent and the Holders MergerCo hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts any court of competent civil jurisdiction sitting the State of New York and of the United States of America located in the State of New York Delaware (the "New York “Chosen Courts"”) for any litigation arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement Agreement, or the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the New York Chosen Courts and agrees not to plead or claim in any New York Chosen Court that such litigation brought therein has been brought in any inconvenient forum. Each of the parties hereto (other than the Securityholders’ Representative with respect to clause (a)) agrees, (a) to the extent such party is not otherwise subject to service of process in the State of New YorkDelaware, to appoint and maintain an agent in the State of New York Delaware as such party's ’s agent for acceptance of legal process, process and (b) that service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to clauses (a) or (b) above shall have the same legal force and effect as if served upon such party personally within the State of New York. For purposes of implementing the parties' agreement to appoint and maintain an agent for service of process in the State of New York, each party shall appoint an agent that is reasonably acceptable to the Holders and TWUSDelaware.

Choice of Law; Consent to Jurisdiction. All disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of New York Delaware without regard to its rules of conflict of laws. Each of TWUS the Selling Companies, Parent and the Holders Merger Subs hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts of the State of New York Delaware and of the United States District Court for the District of America located in the State of New York Delaware (the "New York “Chosen Courts"”) for any litigation arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement Agreement, or the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the New York Chosen Courts and agrees not to plead or claim in any New York Chosen Court that such litigation brought therein has been brought in any inconvenient forum. Each of the parties hereto agrees, (a) to the extent such party is not otherwise subject to service of process in the State of New YorkDelaware, to appoint and maintain an agent in the State of New York Delaware as such party's ’s agent for acceptance of legal process, process and (b) that service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (a) or (b) above shall have the same legal force and effect as if served upon such party personally within the State of New YorkDelaware. For purposes of implementing the parties' ’ agreement to appoint and maintain an agent for service of process in the State of New YorkDelaware, each party of Parent and each of the Merger Subs does hereby appoint The Corporation Trust Company, Corporation Trust Center, 0000 Xxxxxx Xxxxxx, xx xxx Xxxx xx Xxxxxxxxxx, Xxxxxx of Xxx Xxxxxx, Xxxxx xx Xxxxxxxx 00000, as such agent. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall appoint be entitled to an agent that is reasonably acceptable injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the Holders terms and TWUSprovisions hereof in the Chosen Courts, this being in addition to any other remedy to which they are entitled at law or in equity.

Choice of Law; Consent to Jurisdiction. All disputes, claims or controversies in connection with, arising out of of, or relating to this Agreement, Agreement or the negotiation, validity or performance of this Agreement or the transactions contemplated hereby shall be governed by and construed in accordance with the laws Laws of the State of New York Delaware, without regard to its rules of conflict of lawsLaws. Each of TWUS the Company, Buyer and the Holders Seller hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts of the State of New York and of the United States of America located Delaware (or, if such court declines to accept jurisdiction over a particular matter or matters, in any federal district court within the State of New York Delaware) (the "New York “Chosen Courts"”) for any litigation litigation, controversy or dispute arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement Agreement, or the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the New York Chosen Courts and agrees not to plead or claim in any New York Chosen Court that such litigation brought therein has been brought in any inconvenient forum. Each of the parties hereto agrees, (a) to the extent such party is not otherwise subject to service of process in the State of New YorkDelaware, to appoint and maintain an agent in the State of New York Delaware as such party's ’s agent for acceptance of legal process, process and (b) that service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (a) or (b) above shall have the same legal force and effect as if served upon such party personally within the State of New York. For purposes of implementing the parties' agreement to appoint and maintain an agent for service of process in the State of New York, each party shall appoint an agent that is reasonably acceptable to the Holders and TWUSDelaware.

Choice of Law; Consent to Jurisdiction. All disputes, claims or controversies arising out of this Agreement, or the negotiation, validity or performance of this Agreement Agreement, or the Transactions shall be governed by and construed in accordance with the laws of the State of New York Delaware without regard to its rules of conflict of laws. Each of TWUS Parent, MergerCo and the Holders Company hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts of the State of New York Delaware and of the United States of America located in the State of New York Delaware (the "New York Delaware Courts") for any litigation arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement Agreement, or the Transactions (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the New York Delaware Courts and agrees not to plead or claim in any New York Delaware Court that such litigation brought therein has been brought in any inconvenient forum. Each of the parties hereto agrees, (a) to the extent such party is not otherwise subject to service of process in the State of New YorkDelaware, to appoint and maintain an agent in the State of New York Delaware as such party's agent for acceptance of legal process, and (b) that service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (a) or (b) above shall have the same legal force and effect as if served upon such party personally within the State of New YorkDelaware. For purposes of implementing the parties' agreement to appoint and maintain an agent for service of process in the State of New YorkDelaware, each such party shall does hereby appoint an agent that is reasonably acceptable to the Holders and TWUSThe Corporation Trust Company, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000, as such agent.

Choice of Law; Consent to Jurisdiction. All disputes, claims or controversies arising out of this Agreement, or the negotiation, validity or performance of this Agreement Agreement, or the Transactions shall be governed by and construed in accordance with the laws of the State of New York Delaware without regard to its rules of conflict of laws. Each of TWUS Parent, Merger Co. and the Holders Company hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts of the State of New York Delaware and of the United States of America located in the State of New York Delaware (the "New York CourtsDELAWARE COURTS") for any litigation arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement Agreement, or the Transactions (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the New York Delaware Courts and agrees not to plead or claim in any New York Delaware Court that such litigation brought therein has been brought in any inconvenient forum. Each of the parties hereto agrees, (a) to the extent such party is not otherwise subject to service of process in the State of New YorkDelaware, to appoint and maintain an agent in the State of New York Delaware as such party's agent for acceptance of legal process, and (b) that service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (a) or (b) above shall have the same legal force and effect as if served upon such party personally within the State of New YorkDelaware. For purposes of implementing the parties' agreement to appoint and maintain an agent for service of process in the State of New YorkDelaware, each such party shall does hereby appoint an agent that is reasonably acceptable to the Holders and TWUSThe Corporation Trust Company, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000, as such agent.

Choice of Law; Consent to Jurisdiction. All disputes, claims or controversies arising out of or relating to this AgreementAgreement (in contract, tort or otherwise), or the negotiation, validity or performance of this Agreement or the transactions contemplated hereby shall be governed by and construed in accordance with the laws Laws of the State of New York Delaware, without regard to its rules of conflict of laws. Each of TWUS the Company, Merger Sub, Parent and the Holders Stockholders’ Agent hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts Chancery Court of the State of New York Delaware, provided that if (and only after) such courts determine that they lack subject matter jurisdiction over any such legal action, suit or Proceeding, such legal action, suit or Proceeding shall be brought in the Federal courts of the United States of America located in the State of New York Delaware (in such order, the "New York “Chosen Courts") ”), for any litigation arising out of or relating to this AgreementAgreement (in contract, tort or otherwise) or the negotiation, validity or performance of this Agreement or the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the New York Chosen Courts and agrees not to plead or claim in any New York Chosen Court that such litigation brought therein has been brought in any inconvenient forum. Each of the parties Parties hereto agreeshereby agrees not to commence any such litigation other than before one of the Chosen Courts. Each Party agrees that a final, (a) to non-appealable judgment in any action or Proceeding so brought shall be conclusive and may be enforced by suit on the extent such party is not otherwise subject to service judgment in any court of process competent jurisdiction, or in the State of New York, to appoint and maintain an agent in the State of New York as such party's agent for acceptance of legal process, and (b) any other manner provided by Law. Each Party agrees that service of summons and complaint or any other process that might be served in any action or Proceeding may also be made on such party Party by prepaid certified mail with sending or delivering a proof copy of mailing receipt validated by the United States Postal Service constituting evidence process to the Party to be served at the address of valid servicethe Party and in the manner provided for the giving of notices in Section 11.1. Service made pursuant Nothing in this Section 11.7, however, shall affect the right of any Party to (a) or (b) above shall have the same serve legal force and effect as if served upon such party personally within the State of New York. For purposes of implementing the parties' agreement to appoint and maintain an agent for service of process in the State of New York, each party shall appoint an agent that is reasonably acceptable to the Holders and TWUSany other manner permitted by Law.

Choice of Law; Consent to Jurisdiction. All disputes, claims or controversies arising out of this Agreement, or the negotiation, validity or performance of this Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its rules of conflict of laws. Each of TWUS and the Holders hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts of the State of New York and of the United States of America located in the State of New York (the "New York Courts") for any litigation arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement or the transactions contemplated hereby shall be governed by and construed in accordance with the Laws of the State of Delaware, without regard to its rules of conflict of laws. Each of the Company, Parent, Buyer and Seller hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the Chancery Court of the State of Delaware; provided, that if (and only after) such courts determine that they lack subject matter jurisdiction over any such legal action, suit or Proceeding, such legal action, suit or Proceeding shall be brought in the Federal courts of the United States located in the State of Delaware (in such order, the “Chosen Courts”), for any litigation arising out of or relating to this Agreement or the negotiation, validity or performance of this Agreement or the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the New York Chosen Courts and agrees not to plead or claim in any New York Chosen Court that such litigation brought therein has been brought in any inconvenient forum. Each of the parties Parties hereto agreeshereby agrees not to commence any such litigation other than before one of the Chosen Courts. Each Party agrees that a final, (a) non-appealable judgment in any action or Proceeding so brought shall be conclusive and may be enforced by suit on the judgment in any court of competent jurisdiction, or in any other manner provided by Law. Each Party agrees that service of summons and complaint or any other process that might be served in any action or Proceeding hereunder may be made on such Party by sending or delivering a copy of the process to the extent such party is not otherwise subject Party to service be served at the address of the Party and in the manner provided for the giving of notices in Section 12.1. Nothing in this Section 12.7, however, shall affect the right of any Party to serve legal process in any other manner permitted by Law. Notwithstanding anything to the contrary contained in this Agreement, each of the Parties hereto (i) agrees that it will not bring or support any dispute, claim, cross-claim or third-party claim or controversy of any kind or description, whether at law or in equity, whether in contract or in tort or otherwise, against any of the Debt Financing Sources relating to this Agreement or the Debt Financing, in any forum other than the United States Federal and New York State courts located in New York County, State of New York and (ii) agrees that all claims or causes of action brought by such Party (whether at law, in equity, in contract, in tort or otherwise) against any of the Debt Financing Sources relating to this Agreement or the Debt Financing shall be exclusively governed by, and construed in accordance with, the laws of the State of New York, to appoint and maintain an agent in the State of New York as such party's agent for acceptance of legal process, and (b) that service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (a) or (b) above shall have the same legal force and effect as if served upon such party personally within the State of New York. For purposes of implementing the parties' agreement to appoint and maintain an agent for service of process in the State of New York, each party shall appoint an agent that is reasonably acceptable to the Holders and TWUS.

Choice of Law; Consent to Jurisdiction. All disputes, claims or ------------------------------------- controversies arising out of this Agreement, or the negotiation, validity or performance of this Agreement Agreement, or the Transactions shall be governed by and construed in accordance with the laws of the State of New York Delaware without regard to its rules of conflict of laws. Each of TWUS Parent, MergerCo and the Holders Company hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts of the State of New York Delaware and of the United States of America located in the State of New York Delaware (the "New York Delaware Courts") for any --------------- litigation arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement Agreement, or the Transactions (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the New York Delaware Courts and agrees not to plead or claim in any New York Delaware Court that such litigation brought therein has been brought in any inconvenient forum. Each of the parties hereto agrees, (a) to the extent such party is not otherwise subject to service of process in the State of New YorkDelaware, to appoint and maintain an agent in the State of New York Delaware as such party's agent for acceptance of legal process, and (b) that service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (a) or (b) above shall have the same legal force and effect as if served upon such party personally within the State of New YorkDelaware. For purposes of implementing the parties' agreement to appoint and maintain an agent for service of process in the State of New YorkDelaware, each such party shall does hereby appoint an agent that is reasonably acceptable to the Holders and TWUSThe Corporation Trust Company, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000, as such agent.