Common use of Consent to Jurisdiction, Etc Clause in Contracts

Consent to Jurisdiction, Etc. Subject to Section 15 of this Limited Guarantee below, in any legal action, suit or proceeding arising out of or relating to this Limited Guarantee or any of the transactions contemplated by this Limited Guarantee: (a) each of the parties hereto irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of the State of Delaware and any state appellate court therefrom or, if such court lacks subject matter jurisdiction, the United States District Court sitting in the State of Delaware (it being agreed that the consents to jurisdiction and venue set forth in this Section 14 shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 14 and shall not be deemed to confer rights on any Person other than the parties hereto); and (b) each of the parties hereto irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 12 hereof. The parties hereto agree that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law; provided, however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such final trial court judgment.

Consent to Jurisdiction, Etc. Subject to Section 15 of this Limited Guarantee below, in any legal action, suit or proceeding arising out of or relating to this Limited Guarantee or any of the transactions contemplated by this Limited Guarantee: (a) each of the The parties hereto hereby irrevocably and unconditionally consents and submits submit to the exclusive personal jurisdiction and venue of the Court of Chancery Court of the State of Delaware and any state appellate court therefrom orDelaware, if or to the extent such court lacks does not have subject matter jurisdiction, the United States District Court sitting in for the State District of Delaware (the “Chosen Courts”) solely in respect of the interpretation and enforcement of the provisions of this Limited Guarantee and of the documents referred to in this Limited Guarantee, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it being agreed is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Chosen Courts or that the consents to jurisdiction and Chosen Courts are an inconvenient forum or that the venue set forth in this Section 14 shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 14 and shall thereof may not be deemed to confer rights on appropriate, or that this Limited Guarantee or any Person other than the parties hereto); such document may not be enforced in or by such Chosen Courts, and (b) each of the parties hereto irrevocably consents agree that all claims relating to service such action, suit or proceeding shall be heard and determined in the Chosen Courts. The parties hereby consent to and grant any such Chosen Court jurisdiction over the person of process by first class certified mail, return receipt requested, postage prepaidsuch parties and, to the address at which extent permitted by Law, over the subject matter of such party is to receive notice in accordance with Section 12 hereof. The parties hereto dispute and agree that a final judgment mailing of process or other papers in connection with any such action, suit, suit or proceeding in the manner provided in Section 13 hereof or in such other manner as may be permitted by law shall be conclusive valid, effective and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law; provided, however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such final trial court judgmentsufficient service thereof.

Consent to Jurisdiction, Etc. Subject to Section 15 of this Limited Guarantee below, in any legal action, suit or proceeding arising out of or relating to this Limited Guarantee or any of the transactions contemplated by this Limited Guarantee: (a) each The parties consent to non-exclusive jurisdiction in any United States Federal court or state court sitting in the City of Wilmington, Delaware as to any dispute or claim as to which there is subject matter jurisdiction in such court (and any courts from which appeals from judgments of such court are heard). Each of the parties hereto irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of the State of Delaware and any state appellate court therefrom or, if such court lacks subject matter jurisdiction, the United States District Court sitting in the State of Delaware (it being agreed that the consents to jurisdiction and venue set forth in this Section 14 shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 14 and shall not be deemed to confer rights on any Person other than the parties hereto); and (b) each of the parties hereto irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 12 hereof. The parties hereto agree agrees that a final judgment (subject to any appeals therefrom) in any such action, suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law; providedlaw. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, howeverto the fullest extent it may legally and effectively do so, that nothing any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any New York State or Federal court in accordance with the provisions of Section 10.13(a). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby irrevocably and unconditionally consents to service of process in the foregoing shall restrict manner provided for notices in Section 10.4. Nothing in this Agreement will affect the right of any party’s rights party to seek this Agreement to serve process in any post-judgment relief regarding, or any appeal from, such final trial court judgmentother manner permitted by law.

Consent to Jurisdiction, Etc. Subject to Section 15 of this Limited Guarantee below, in any legal action, suit or proceeding arising out of or relating to this Limited Guarantee or any of the transactions contemplated by this Limited Guarantee: (a) each The parties consent to exclusive jurisdiction in the United States District Court for the Southern District of New York (and any courts from which appeals from judgments of that court are heard) as to any dispute or claim as to which there is subject matter jurisdiction in that court and, for all other disputes or claims, the parties hereto irrevocably and unconditionally consents and submits consent to the exclusive jurisdiction and venue of in the Chancery Supreme Court of the State of Delaware New York, New York County (and any state appellate courts from which appeals from judgments of that court therefrom or, if such court lacks subject matter jurisdiction, the United States District Court sitting in the State of Delaware (it being agreed that the consents to jurisdiction and venue set forth in this Section 14 shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 14 and shall not be deemed to confer rights on any Person other than the parties heretoare heard); and (b) each . Each of the parties hereto irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 12 hereof. The parties hereto agree agrees that a final judgment (subject to any appeals therefrom) in any such action, suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law; providedlaw. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, howeverto the fullest extent it may legally and effectively do so, that nothing any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any New York State or Federal court in accordance with the provisions of Section 10.13(a). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby irrevocably and unconditionally consents to service of process in the foregoing shall restrict manner provided for notices in Section 10.4 (Notices). Nothing in this Agreement will affect the right of any party’s rights party to seek this Agreement to serve process in any post-judgment relief regarding, or any appeal from, such final trial court judgmentother manner permitted by law.

Consent to Jurisdiction, Etc. Subject to Section 15 of this Limited Guarantee below, in any action or legal action, suit or proceeding arising out of or relating to this Limited Guarantee or any of the transactions contemplated by this Limited Guarantee: (ai) each of the parties hereto irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of the State of Delaware and any state appellate court therefrom or, if such court lacks subject matter jurisdiction, the United States District Court sitting in New Castle County in the State of Delaware (it being agreed that the consents to jurisdiction and venue set forth in this Section 14 shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 14 paragraph and shall not be deemed to confer rights on any Person other than the parties hereto); and (bii) each of the parties hereto irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 12 hereof12. The parties hereto agree that a final judgment in any such action, suit, action or legal proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Lawlegal requirements; provided, however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such final trial court judgment.

Consent to Jurisdiction, Etc. Subject to Section 15 of this Limited Guarantee below, in any legal action, suit or proceeding arising out of or relating to this Limited Guarantee or any of the transactions contemplated by this Limited Guarantee: (a) each Each of the parties hereto irrevocably and unconditionally consents (a) agrees that all suits, actions or other legal proceedings arising out of this Agreement or any of the transactions contemplated hereby (a “Suit”) shall be brought and adjudicated solely in the United States District Court in the State of New York, or, if such courts will not accept jurisdiction, in any court of competent civil jurisdiction sitting in the State of New York, (b) submits to the exclusive jurisdiction of any such court for the purpose of any such Suit and (c) waives and agrees not to assert by way of motion, as a defense or otherwise in any such Suit, any claims that it is not subject to the jurisdiction of the above courts, that such Suit is brought in an inconvenient forum or that the venue of the Chancery Court of the State of Delaware and any state appellate court therefrom or, if such court lacks subject matter jurisdiction, the United States District Court sitting in the State of Delaware (it being agreed that the consents to jurisdiction and venue set forth in this Section 14 shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 14 and shall not be deemed to confer rights on any Person other than the parties hereto); and (b) each Suit is improper. Each of the parties hereto also irrevocably and unconditionally consents to the service of process any process, summons, pleadings, notices or other papers in a manner permitted by first class certified mailthe notice provisions of Section 16.7 hereof and agrees that any such form of service shall be effective in connection with any such Suit; provided that nothing contained herein shall affect the right of any party to serve process, return receipt requestedpleadings, postage prepaid, to notices or other papers in any other manner permitted by applicable Law. Each of the address at which such party is to receive notice in accordance with Section 12 hereof. The parties hereto agree also agrees that any final and unappealable judgment against a final judgment party hereto in any such action, suit, or proceeding Suit shall be conclusive and binding on such party and that such judgment may be enforced in any other jurisdictions jurisdiction, either within or outside of the United States, by suit on the judgment judgment, a certified or in any other manner provided by applicable Law; provided, however, that nothing in exemplified copy of which shall be conclusive evidence of the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, fact and amount of such final trial court judgment.

Consent to Jurisdiction, Etc. Subject to Section 15 of this Limited Guarantee below, in any legal action, suit action or proceeding arising out of or relating to this Limited Guarantee Guaranty or any of the transactions contemplated by this Limited GuaranteeGuaranty: (ai) each of the parties hereto irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of the State of Delaware and any state appellate court therefrom or, if such court lacks subject matter jurisdiction, the United States District Court sitting in New Castle County in the State of Delaware Delaware, (it being agreed that the consents to jurisdiction and venue set forth in this Section 14 shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 14 paragraph and shall not be deemed to confer rights on any Person other than the parties hereto); and (bii) each of the parties hereto irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 12 hereof12. The parties hereto agree that a final judgment in any such action, suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable LawLegal Requirements; provided, however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such final trial court judgment.

Consent to Jurisdiction, Etc. Subject to Section 15 of this Limited Guarantee below, in any legal action, suit action or proceeding arising out of or relating to this Limited Guarantee or any of the transactions contemplated by this Limited Guarantee: (a) each of the parties hereto irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of the State of Delaware and any state appellate court therefrom or, if such court lacks subject matter jurisdiction, the United States District Court sitting in New Castle County in the State of Delaware Delaware, (it being agreed that the consents to jurisdiction and venue set forth in this Section 14 shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 14 paragraph and shall not be deemed to confer rights on any Person other than the parties hereto); and (b) each of the parties hereto irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 12 hereof12. The parties hereto agree that a final judgment in any such action, suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable LawLegal Requirements; provided, however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such final trial court judgment.

Consent to Jurisdiction, Etc. Subject to Section 15 of this Limited Guarantee below, in any legal action, suit or proceeding arising out of or relating to this Limited Guarantee or any of the transactions contemplated by this Limited Guarantee: (a) each of the The parties hereto irrevocably and unconditionally consents and submits consent to the exclusive jurisdiction and venue of the Chancery Court of the State of Delaware and any state appellate court therefrom or, if such court lacks subject matter jurisdiction, in the United States District Court sitting for Florida (and any courts from which appeals from judgments of that court are heard) as to any dispute or claim as to which there is subject matter jurisdiction in that court and, for all other disputes or claims, the parties consent to exclusive jurisdiction in the State state courts located in Dade County, Florida (and any courts from which appeals from judgments of Delaware (it being agreed that the consents to jurisdiction and venue set forth in this Section 14 shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 14 and shall not be deemed to confer rights on any Person other than the parties heretocourt are heard); and (b) each . Each of the parties hereto irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 12 hereof. The parties hereto agree agrees that a final judgment (subject to any appeals therefrom) in any such action, suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law; providedlaw. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, howeverto the fullest extent it may legally and effectively do so, that nothing any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any State or Federal court in accordance with the provisions of Section 9.11(a). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto hereby irrevocably and unconditionally consents to service of process in the foregoing shall restrict manner provided for notices in Section 9.3. Nothing in this Agreement will affect the right of any party’s rights party to seek this Agreement to serve process in any post-judgment relief regarding, or any appeal from, such final trial court judgmentother manner permitted by law.

Consent to Jurisdiction, Etc. Subject to Section 15 of this Limited Guarantee below, in any legal action, suit action or proceeding arising out of or relating to this Limited Guarantee or any of the transactions contemplated by this Limited Guarantee: (ai) each of the parties hereto irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of the State of Delaware and any state appellate court therefrom or, if such court lacks subject matter jurisdiction, the United States District Court sitting in New Castle County in the State of Delaware Delaware, (it being agreed that the consents to jurisdiction and venue set forth in this Section 14 shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 14 paragraph and shall not be deemed to confer rights on any Person other than the parties hereto); and (bii) each of the parties hereto irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 12 hereof12. The parties hereto agree that a final judgment in any such action, suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable LawLegal Requirements; provided, however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such final trial court judgment.

Consent to Jurisdiction, Etc. Subject to Section 15 Each of this Limited Guarantee belowthe parties hereto irrevocably and unconditionally (a) agrees that all suits, in any actions or other legal action, suit or proceeding proceedings arising out of or relating to this Limited Guarantee Agreement or any of the transactions contemplated by this Limited Guarantee: hereby (aa "Suit") each shall be brought and adjudicated solely in the United States District Court in the State of New York, or, if such courts will not accept jurisdiction, in any court of competent civil jurisdiction sitting in the parties hereto irrevocably and unconditionally consents and State of New York, (b) submits to the exclusive jurisdiction of any such court for the purpose of any such Suit and (c) waives and agrees not to assert by way of motion, as a defense or otherwise in any such Suit, any claims that it is not subject to the jurisdiction of the above courts, that such Suit is brought in an inconvenient forum or that the venue of the Chancery Court of the State of Delaware and any state appellate court therefrom or, if such court lacks subject matter jurisdiction, the United States District Court sitting in the State of Delaware (it being agreed that the consents to jurisdiction and venue set forth in this Section 14 shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 14 and shall not be deemed to confer rights on any Person other than the parties hereto); and (b) each Suit is improper. Each of the parties hereto also irrevocably and unconditionally consents to the service of process any process, summons, pleadings, notices or other papers in a manner permitted by first class certified mailthe notice provisions of Section 14.7 hereof and agrees that any such form of service shall be effective in connection with any such Suit; provided that nothing contained herein shall affect the right of any party to serve process, return receipt requestedpleadings, postage prepaid, to notices or other papers in any other manner permitted by applicable Law. Each of the address at which such party is to receive notice in accordance with Section 12 hereof. The parties hereto agree also agrees that any final and unappealable judgment against a final judgment party hereto in any such action, suit, or proceeding Suit shall be conclusive and binding on such party and that such judgment may be enforced in any other jurisdictions jurisdiction, either within or outside of the United States, by suit on the judgment judgment, a certified or in any other manner provided by applicable Law; provided, however, that nothing in exemplified copy of which shall be conclusive evidence of the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, fact and amount of such final trial court judgment.

Consent to Jurisdiction, Etc. Subject to Section 15 of this Limited Guarantee below, in any legal action, suit action or proceeding arising out of or relating to this Limited Guarantee or any of the transactions contemplated by this Limited Guarantee: (ai) each of the parties hereto irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of the State of Delaware and any state appellate court therefrom or, if such court lacks subject matter jurisdiction, the United States District Court sitting in New Castle County in the State of Delaware Delaware, (it being agreed that the consents to jurisdiction and venue set forth in this Section 14 shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 14 paragraph and shall not be deemed to confer rights on any Person other than the parties hereto); and (bii) each of the parties hereto irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 12 hereof12. The parties hereto agree that a final judgment in any such action, suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Lawlaw; provided, however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such final trial court judgment.

Consent to Jurisdiction, Etc. Subject to Section 15 of this Limited Guarantee below, in any legal action, suit or proceeding arising out of or relating to this Limited Guarantee or any of the transactions contemplated by this Limited Guarantee: (a) each Each of the parties hereto irrevocably and unconditionally consents (a) agrees that all suits, actions or other legal proceedings arising out of this Agreement or any of the transactions contemplated hereby (a “Suit”) shall be brought and adjudicated solely in the United States District Court in the State of New York, or, if such courts will not accept jurisdiction, in any court of competent civil jurisdiction sitting in the State of New York, (b) submits to the exclusive jurisdiction of any such court for the purpose of any such Suit and (c) waives and agrees not to assert by way of motion, as a defense or otherwise in any such Suit, any claims that it is not subject to the jurisdiction of the above courts, that such Suit is brought in an inconvenient forum or that the venue of the Chancery Court of the State of Delaware and any state appellate court therefrom or, if such court lacks subject matter jurisdiction, the United States District Court sitting in the State of Delaware (it being agreed that the consents to jurisdiction and venue set forth in this Section 14 shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 14 and shall not be deemed to confer rights on any Person other than the parties hereto); and (b) each Suit is improper. Each of the parties hereto also irrevocably and unconditionally consents to the service of process any process, summons, pleadings, notices or other papers in a manner permitted by first class certified mailthe notice provisions of Section 11.9 hereof and agrees that any such form of service shall be effective in connection with any such Suit; provided that nothing contained herein shall affect the right of any party to serve process, return receipt requestedpleadings, postage prepaid, to notices or other papers in any other manner permitted by applicable Law. Each of the address at which such party is to receive notice in accordance with Section 12 hereof. The parties hereto agree also agrees that any final and unappealable judgment against a final judgment party hereto in any such action, suit, or proceeding Suit shall be conclusive and binding on such party and that such judgment may be enforced in any other jurisdictions jurisdiction, either within or outside of the United States, by suit on the judgment judgment, a certified or in any other manner provided by applicable Law; provided, however, that nothing in exemplified copy of which shall be conclusive evidence of the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, fact and amount of such final trial court judgment.

Consent to Jurisdiction, Etc. Subject to Section 15 of this Limited Guarantee below, in any legal action, suit or proceeding arising out of or relating to this Limited Guarantee or any of the transactions contemplated by this Limited Guarantee: (a) each Each of the parties hereto irrevocably and unconditionally consents (a) agrees that all suits, actions or other legal proceedings arising out of this Agreement or any of the transactions contemplated hereby (a “Suit”) shall be brought and adjudicated solely in the United States District Court in the State of New York, or, if such courts will not accept jurisdiction, in any court of competent civil jurisdiction sitting in the State of New York, (b) submits to the exclusive jurisdiction of any such court for the purpose of any such Suit and (c) waives and agrees not to assert by way of motion, as a defense or otherwise in any such Suit, any claims that it is not subject to the jurisdiction of the above courts, that such Suit is brought in an inconvenient forum or that the venue of the Chancery Court of the State of Delaware and any state appellate court therefrom or, if such court lacks subject matter jurisdiction, the United States District Court sitting in the State of Delaware (it being agreed that the consents to jurisdiction and venue set forth in this Section 14 shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 14 and shall not be deemed to confer rights on any Person other than the parties hereto); and (b) each Suit is improper. Each of the parties hereto also irrevocably and unconditionally consents to the service of process any process, summons, pleadings, notices or other papers in a manner permitted by first class certified mailthe notice provisions of Section 14.7 hereof and agrees that any such form of service shall be effective in connection with any such Suit; provided that nothing contained herein shall affect the right of any party to serve process, return receipt requestedpleadings, postage prepaid, to notices or other papers in any other manner permitted by applicable Law. Each of the address at which such party is to receive notice in accordance with Section 12 hereof. The parties hereto agree also agrees that any final and unappealable judgment against a final judgment party hereto in any such action, suit, or proceeding Suit shall be conclusive and binding on such party and that such judgment may be enforced in any other jurisdictions jurisdiction, either within or outside of the United States, by suit on the judgment judgment, a certified or in any other manner provided by applicable Law; provided, however, that nothing in exemplified copy of which shall be conclusive evidence of the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, fact and amount of such final trial court judgment.

Consent to Jurisdiction, Etc. Subject to Section 15 of this Limited Guarantee paragraph 16 below, in any legal action, suit action or proceeding arising out of or relating to this Limited Guarantee or any of the transactions contemplated by this Limited Guarantee: (ai) each of the parties hereto irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of the State of Delaware and any state appellate court therefrom or, if such court lacks subject matter jurisdiction, the United States District Court sitting in New Castle County in the State of Delaware Delaware, (it being agreed that the consents to jurisdiction and venue set forth in this Section 14 paragraph 15 shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 14 paragraph and shall not be deemed to confer rights on any Person other than the parties hereto); and (bii) each of the parties hereto irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 12 paragraph 13 hereof. The parties hereto agree that a final judgment in any such action, suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Lawlaw; provided, however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such final trial court judgment.

Consent to Jurisdiction, Etc. Subject to Section 15 9 of this Limited Guarantee Agreement below, in any legal action, suit or proceeding arising out of or relating to this Limited Guarantee Agreement or any of the transactions contemplated by this Limited GuaranteeAgreement: (a) each of the parties Parties hereto irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of the State of Delaware and any state appellate court therefrom or, if such court lacks subject matter jurisdiction, the United States District Court sitting in the State of Delaware (it being agreed that the consents to jurisdiction and venue set forth in this Section 14 8 shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 14 8 and shall not be deemed to confer rights on any Person other than the parties Parties hereto); and (b) each of the parties Parties hereto irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party Party is to receive notice in accordance with Section 12 6 hereof. The parties Parties hereto agree that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law; provided, however, that nothing in the foregoing shall restrict any partyParty’s rights to seek any post-judgment relief regarding, or any appeal from, such final trial court judgment.

Consent to Jurisdiction, Etc. Subject to Section 15 of this Limited Guarantee below, in the parties hereto agree that any legal actionsuit, suit action or proceeding seeking to enforce any provision of, or based on any matter arising out of or relating to in connection with, this Limited Guarantee or any of the transactions contemplated hereby (whether brought by this Limited Guarantee: (aany party or any of its Affiliates or against any party or any of its Affiliates) each of shall be brought exclusively in the parties hereto irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Delaware Chancery Court of the State of Delaware and any state appellate court therefrom or, if such court lacks subject matter shall not have jurisdiction, the United States District Court sitting any federal court located in the State of Delaware (it being agreed that the consents to jurisdiction or other Delaware state court, and venue set forth in this Section 14 shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 14 and shall not be deemed to confer rights on any Person other than the parties hereto); and (b) each of the parties hereto hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Applicable Law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which on such party is to receive notice as provided in accordance with Section 12 hereofshall be deemed effective service of process on such party. The parties hereto agree that a final judgment in any such action, suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable LawApplicable Laws; provided, however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such final trial court judgment.