Common use of Choice of Law; Forum; Waiver of Jury Trial Clause in Contracts

Choice of Law; Forum; Waiver of Jury Trial. 13.1. This Agreement and all Actions (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be governed by and construed in accordance with the Law of the State of Delaware, without regard to any Laws or conflicts of law principles thereof that would result in the application of the Laws of any other jurisdiction. The Parties expressly waive any right they may have, now or in the future, to demand or seek the application of a governing Law other than the Law of the State of Delaware. 13.2. Subject to the provisions of Article VII of the Separation and Distribution Agreement, each of the Parties hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, if such court shall not have jurisdiction, the United States District Court for the District of Delaware, or, if such court shall not have jurisdiction, the other state courts of the State of Delaware, and any appellate court from any appeal thereof, in any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such Action except in such courts, (ii) agrees that any claim in respect of any such Action may be heard and determined in the Court of Chancery of the State of Delaware or, to the extent permitted by Law, in such other courts, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Action in the Court of Chancery of the State of Delaware or such other courts, (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in the Court of Chancery of the State of Delaware or such other courts and (v) consents to service of process in the manner provided for notices in Section 14.1. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Law. 13.3. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES SUCH WAIVERS VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.2.

Choice of Law; Forum; Waiver of Jury Trial. 13.1. This Agreement and all Actions claims and controversies hereunder (whether in contract based on contract, tort or tortany other theory) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be governed by and construed in accordance with the Law internal laws of the State state of DelawareNew York, without regard to any Laws or conflicts the choice of law principles thereof that would result in the application of the Laws of any other jurisdictionprovisions thereof. The Parties expressly waive any right they may have, now or in the future, to demand or seek the application of a governing Law other than the Law of the State of Delaware. 13.2. Subject to the provisions of Article VII of the Separation and Distribution Agreement, each of the Parties hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, if such court shall not have jurisdiction, the United States District Court for the District of Delaware, or, if such court shall not have jurisdiction, the other state courts of the State of Delaware, and any appellate court from any appeal thereof, in any Action Any proceeding arising out of or relating to this Agreement or shall be brought in the transactions contemplated hereby, and each courts of the Parties state of New York sitting in the County of New York, State of New York, or, if it has or can acquire jurisdiction, in the United States District Court for the Southern District of New York. Each party hereby expressly submits to the personal jurisdiction and venue of such courts as provided above for the purposes thereof and expressly waives any claim of improper venue and any claim that such courts are an inconvenient forum. Each party hereby irrevocably and unconditionally (i) agrees not consents to commence the service of process of any of the aforementioned courts in any such Action except in such courtssuit, (ii) agrees that any claim in respect action or proceeding by the mailing of any such Action may be heard and determined in the Court of Chancery of the State of Delaware orcopies thereof by registered or certified mail, postage prepaid, to the extent permitted by Law, in such other courts, (iii) waives, address set forth or referred to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Action in the Court of Chancery of the State of Delaware or such other courts, (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in the Court of Chancery of the State of Delaware or such other courts and (v) consents to service of process in the manner provided for notices in Section 14.1. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Law. 13.33.2. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY HERETO HEREBY WAIVES, TO INVOLVE COMPLICATED AND DIFFICULT ISSUESTHE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES SUCH WAIVERS VOLUNTARILY FOREGOING WAIVER AND (IVB) ACKNOWLEDGES THAT IT HAS AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.2SECTION.

Choice of Law; Forum; Waiver of Jury Trial. 13.1. This Agreement (a) The interpretation and construction of this Agreement, all performance under this Agreement, and all Actions claims relating to, or arising out of, this Agreement or its breach, whether actionable under contract, tort or otherwise, will be governed by the substantive Laws of the State of New York, without regard to conflicts-of-law rules. (whether in contract b) Any controversy, claim or tort) that may be based upon, arise dispute of whatever nature arising out of or relate relating to this Agreement Agreement, whether such claim existed prior to or arises on or after the negotiationClosing Date (a “Claim”), execution will be resolved as provided in this Section 9.4; provided, however, that the procedures and time periods set forth in this Section shall not apply to delay or performance hereof impair the exercise of the parties’ respective express rights of suspension and termination under this Agreement. No party shall commence an arbitration proceeding pursuant to the provisions set forth in this Section 9.4 unless such party (i) provides a written notice (a “Claim Notice”) to the other parties setting forth the nature of the Claim and (ii) attempts in good faith to resolve the Claim by mediation under the CPR Institute for Dispute Resolution (“CPR”) Model Mediation Procedure for Business Disputes in effect on the Closing Date of this Agreement. If the parties cannot agree on the selection of a mediator within twenty (20) days after receipt of the Claim Notice, the mediator will be selected in accordance with the applicable CPR procedures. If the Claim has not been resolved by mediation as provided above within sixty (60) days after receipt of the Claim Notice, or if a party refuses to participate in a mediation, then the Claim shall be determined by binding arbitration in New York, New York. The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) in effect on the Effective Date. The Claim shall be determined by one arbitrator; provided, however that if the Claim involves an amount in excess of one million dollars ($1,000,000), exclusive of interest and costs, it shall be determined by three arbitrators (with one arbitrator appointed by each of the Seller and the Buyer and the third appointed by the first two arbitrators). Persons eligible to serve as arbitrators shall be members of the AAA Large, Complex Case Panel or a CPR Panel of Distinguished Neutrals, or shall have professional credentials similar to those persons listed on such AAA or CPR panels. The arbitrator(s) shall base the award on the applicable law and judicial precedent which would apply if the Claim were decided by a United States District Judge, and the arbitrator(s) shall have no authority to render an award which is inconsistent therewith. The award shall be in writing and include the findings of fact and conclusions of law upon which it is based. Unless the parties agree otherwise, discovery will be limited to an exchange of directly relevant documents. Depositions will not be taken except as needed in lieu of a live appearance or upon mutual agreement of the parties. The arbitrator(s) shall resolve any discovery disputes. The arbitrator(s) and counsel of record will have the power of subpoena process as provided by law. The parties knowingly, voluntarily and irrevocably waive their rights to have any Claim tried and adjudicated by a judge or a jury. The arbitration shall be governed by and construed in accordance with the Law substantive laws of the State of DelawareNew York, without regard to any Laws or conflicts of conflicts-of-law principles thereof that would result in rules, and by the application of the Laws of any other jurisdiction. The Parties expressly waive any right they may have, now or in the future, to demand or seek the application of a governing Law other than the arbitration Law of the State Federal Arbitration Act (Title 9, U.S. Code). Judgment upon the award rendered may be entered in any court having jurisdiction. Notwithstanding the foregoing, upon the application by the parties to a court for an order confirming, modifying or vacating the award, the court shall have the power to review whether, as a matter of Delaware. 13.2Law based on the findings of fact determined by the arbitrator(s), the award should be confirmed, modified or vacated in order to correct any errors of law made by the arbitrator(s). In order to effectuate such judicial review limited to issues of law, the parties agree (and shall stipulate to the court) that the findings of fact made by the arbitrator(s) shall be final and binding on the parties and shall serve as the facts to be submitted to and relied upon by the court in determining the extent to which the award should be confirmed, modified or vacated. Except as otherwise required by law, the parties and the arbitrator(s) agree to keep confidential and not disclose to third parties the existence of any Claim and any information or documents obtained in connection with the arbitration process, including the resolution of the Claim. If the parties fail to proceed with arbitration as provided in this Agreement, 72 or unsuccessfully seeks to stay the arbitration, or fails to comply with the arbitration award, or is unsuccessful in vacating or modifying the award pursuant to a petition or application for judicial review, the other parties shall be entitled to be awarded all costs, including reasonable attorneys’ fees, paid or incurred in successfully compelling such arbitration or defending against the attempt to stay, vacate or modify such arbitration award and/or successfully defending or enforcing the award together with its rights under this Agreement. The parties recognize that certain circumstances could give rise to the need for a party to commence judicial proceedings to seek emergency, provisional or summary relief. Immediately following the issuance of any such relief, the parties agree to the stay of any judicial proceedings pending mediation or arbitration of all underlying claims between the parties in accordance herewith. Subject to the provisions terms set forth in this Section 9.4, for any litigation arising out of Article VII or relating to this Agreement, regardless of the Separation and Distribution Agreementform of action or the party that initiates it, each of the Parties hereby parties irrevocably and unconditionally submits submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, if such court shall not have jurisdiction, and venue in the United States District Court for the Southern District of Delaware, or, if such that court shall does not have jurisdiction, in the other state courts District Court of the State of Delaware, New York for New York County. The parties irrevocably and unconditionally waive any appellate court from objection to the laying of venue of any appeal thereof, in any Action proceeding arising out of or relating to this Agreement in the United States District Court for the Southern District or the transactions contemplated herebyDistrict Court of the State of New York for New York County. The parties further consent to the jurisdiction of any state or federal court with subject matter jurisdiction located within a district that encompasses assets of a party against whom a judgment (or award) has been rendered for the enforcement of the judgment (or award) against the assets of such party. (c) Notwithstanding the foregoing, each party hereby agrees that it will not bring or support any legal proceeding of any kind or description (including any cross-claim or third-party claim), whether in law or in equity, whether in contract or in tort or otherwise, against any of the Debt Financing Sources or CDIB in any way relating to this Agreement or any of the Transactions, including any dispute arising out of or relating in any way to the Debt Commitment Letter or the CDIB Commitment Letter or the performance thereof, in each case, in any forum other than the United States District Court for the Southern District of New York or any New York state court sitting in New York County, and each of the Parties hereby irrevocably and unconditionally (i) waives and agrees not to commence plead in any such Action except in such courts, (ii) agrees that any claim in respect of any such Action may be heard and determined in the Court of Chancery of the State of Delaware or, to the extent permitted by Law, in such other courts, (iii) waives, to the fullest extent it may legally and effectively do so, court any objection which it may now or hereafter have to the laying of venue of any legal proceeding in any such Action court has been brought in an inconvenient forum, and that the Court provisions of Chancery of the State of Delaware or such other courts, (iv) waives, this Section 9.4 relating to the fullest extent waiver of jury trial shall apply to any such legal proceeding. The provisions of this Section 9.4 shall be enforceable by each Debt Financing Source, CDIB and their respective Affiliates and their respective successors and permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in the Court of Chancery of the State of Delaware or such other courts and (v) consents to service of process in the manner provided for notices in Section 14.1. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Lawassigns. 13.3. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES SUCH WAIVERS VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.2.

Choice of Law; Forum; Waiver of Jury Trial. 13.1. This Agreement and all Actions claims and controversies hereunder (whether in contract based on contract, tort or tortany other theory) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be governed by and construed in accordance with the Law internal laws of the State state of DelawareNew York, without regard to any Laws or conflicts the choice of law principles thereof that would result in the application of the Laws of any other jurisdictionprovisions thereof. The Parties expressly waive any right they may have, now or in the future, to demand or seek the application of a governing Law other than the Law of the State of Delaware. 13.2. Subject to the provisions of Article VII of the Separation and Distribution Agreement, each of the Parties hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, if such court shall not have jurisdiction, the United States District Court for the District of Delaware, or, if such court shall not have jurisdiction, the other state courts of the State of Delaware, and any appellate court from any appeal thereof, in any Action Any proceeding arising out of or relating to this Agreement or shall be brought in the transactions contemplated hereby, and each courts of the Parties state of New York sitting exclusively in the County of New York, State of New York, or, if it has or can acquire jurisdiction, in the United States District Court for the Southern District of New York. Each party hereby expressly submits to the personal jurisdiction and venue of such courts as provided above for the purposes thereof and expressly waives any claim of improper venue and any claim that such courts are an inconvenient forum. Each party hereby irrevocably and unconditionally (i) agrees not consents to commence the service of process of any of the aforementioned courts in any such Action except in such courtssuit, (ii) agrees that any claim in respect action or proceeding by the mailing of any such Action may be heard and determined in the Court of Chancery of the State of Delaware orcopies thereof by registered or certified mail, postage prepaid, to the extent permitted by Law, in such other courts, (iii) waives, address set forth or referred to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Action in the Court of Chancery of the State of Delaware or such other courts, (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in the Court of Chancery of the State of Delaware or such other courts and (v) consents to service of process in the manner provided for notices in Section 14.1. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Law. 13.312.1. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY HERETO HEREBY WAIVES, TO INVOLVE COMPLICATED AND DIFFICULT ISSUESTHE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES SUCH WAIVERS VOLUNTARILY FOREGOING WAIVER AND (IVB) ACKNOWLEDGES THAT IT HAS AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.2SECTION.

Choice of Law; Forum; Waiver of Jury Trial. 13.1. This Agreement Agreement, and all Actions claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement Agreement, or the negotiation, execution or performance hereof of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) shall be governed by and construed in accordance with the Law laws of the State of Delaware, without regard to any Laws or conflicts of law principles thereof that would result in the application of the Laws of any other jurisdictionlaws principles. The Parties expressly waive any right they may have, now or in the future, to demand or seek the application of a governing Law other than the Law of the State of Delaware. 13.2. Subject to the provisions of Article VII of the Separation and Distribution Agreement, each of the Parties hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, if such court shall not have jurisdiction, the United States District Court for the District of Delaware, or, if such court shall not have jurisdiction, the other state courts of the State of Delaware, and any appellate court from any appeal thereof, in any Action Any proceeding arising out of or relating to this Agreement or shall be brought exclusively in the transactions contemplated hereby, state and each federal courts located in the State of Delaware. This provision may be filed with any court as written evidence of the Parties hereby irrevocably knowing and unconditionally voluntary irrevocable agreement between the parties to waive any objections to jurisdiction, to venue or to convenience of forum. Each of the parties hereto (ia) agrees not consents to commence any such Action except submit itself to the personal jurisdiction of the state and federal courts located in such courts, (ii) agrees that any claim in respect of any such Action may be heard and determined in the Court of Chancery of the State of Delaware or, to in the extent permitted by Law, in such other courtsevent any dispute arises out of this Agreement or the Transactions, (iiib) waives, agrees that it will not attempt to the fullest extent it may legally and effectively do so, any objection which it may now deny or hereafter have to the laying of venue of defeat such personal jurisdiction by motion or other request for leave from any such Action court, and (c) except as set forth below, agrees that it will not bring any action relating to this Agreement or the Transactions in any court other than the Court of Chancery of state or federal courts within the State of Delaware Delaware, as described above. Each of the parties hereto agrees that service of any process, summons, notice or such other courts, (iv) waives, document by U.S. registered mail to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action respective addresses set forth in the Court of Chancery of the State of Delaware or such other courts and (v) consents to Section 9.1 shall be effective service of process for any suit or proceeding in the manner provided for notices in Section 14.1. Nothing in connection with this Agreement will affect or the right of any Party to serve process in any other manner permitted by Law. 13.3Transactions. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT HEREBY OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES SUCH WAIVERS VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.2THEREBY.

Choice of Law; Forum; Waiver of Jury Trial. 13.11. This Agreement and all Actions THIS SEPARATION AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (whether WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF DELAWARE WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY. 2. Except for the limited purpose of enforcing a restrictive covenant as provided in contract or tort) that may be based uponSection 6.4 of the Employment Agreement, arise out of or relate any legal dispute related to this Separation Agreement and/or any claim related to this Separation Agreement, or the negotiationbreach thereof, execution or performance hereof shall shall, in lieu of being submitted to a court of law, be governed by and construed submitted to arbitration, in accordance with the Law applicable dispute resolution procedures of the State of Delaware, without regard to any Laws or conflicts of law principles thereof that would result in the application American Arbitration Association. The award of the Laws of any other jurisdictionarbitrator shall be final and binding upon the parties. The Parties expressly waive any right they may have, now or in the future, to demand or seek the application of a governing Law other than the Law of the State of Delaware. 13.2. Subject to the provisions of Article VII of the Separation and Distribution Agreement, each of the Parties hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, if such court shall not have jurisdiction, the United States District Court for the District of Delaware, or, if such court shall not have jurisdiction, the other state courts of the State of Delaware, and any appellate court from any appeal thereof, in any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally parties hereto agree that (i) agrees not one arbitrator shall be selected pursuant to commence any such Action except in such courtsthe rules and procedures of the American Arbitration Association, (ii) agrees that any claim in respect of any such Action may be heard and determined in the Court of Chancery of arbitrator shall have the State of Delaware or, power to the extent permitted by Law, in such other courtsaward injunctive relief or to direct specific performance, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Action in the Court of Chancery each of the State parties, unless otherwise required by applicable law, shall bear its own attorneys’ fees, costs and expenses and an equal share of Delaware or such other courtsthe arbitrator’s and administrative fees of arbitration, and (iv) waives, the arbitrator shall award to the fullest extent permitted by Law, the defense of an inconvenient forum prevailing party a sum equal to the maintenance of such Action in the Court of Chancery that party’s share of the State arbitrator’s and administrative fees of Delaware or such other courts and (v) consents to service of process in the manner provided for notices in Section 14.1arbitration. Nothing in this Section shall be construed as providing the Executive a cause of action, remedy or procedure that the Executive would not otherwise have under this Separation Agreement will affect or the right of any Party to serve process in any other manner permitted by Lawlaw. 13.33. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION DIRECTLY ACTION, PROCEEDING OR INDIRECTLY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES SUCH WAIVERS VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.2AGREEMENT.