Common use of Consent to Jurisdiction; Service of Process; Waiver of Jury Trial Clause in Contracts

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. Any proceeding or action based upon, arising out of or related to this Agreement or the transactions contemplated hereby may be brought in the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court of the State of Delaware or, in the case of claims to which the federal courts have exclusive subject matter jurisdiction, any federal court of the United States of America sitting in the State of Delaware), and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding or action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the proceeding or action shall be heard and determined only in any such court, and agrees not to bring any proceeding or action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any action, suit or proceeding brought pursuant to this Section 13, and each party agrees that service of process by registered or certified mail, return receipt requested, at its address specified in Section 7 is reasonably calculated to give actual notice. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. Any (a) Each of the parties irrevocably agrees that any legal action or proceeding or action based upon, arising out of or related relating to this Agreement brought by any other party or the transactions contemplated hereby may its successors or assigns shall be brought and determined in the Delaware Court of Chancery Court (or, if the Delaware Chancery Court shall be unavailable, and any other state appellate court of therefrom within the State of Delaware or(unless the Delaware Court of Chancery shall decline to accept jurisdiction over a particular matter, in the case of claims to which the federal courts have exclusive subject matter jurisdictioncase, in any Delaware state or federal court of the United States of America sitting in within the State of Delaware), and each of the parties hereby irrevocably submits to the exclusive jurisdiction of each the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated by this Agreement. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in any such proceeding or action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience Delaware as described herein. Each of forum, the parties further agrees that all claims in respect notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the proceeding or action shall be heard parties hereby irrevocably and determined only in any such courtunconditionally waives, and agrees not to bring assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding or action arising out of or relating to this Agreement or the transactions contemplated hereby by this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (ii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) that (A) the suit, action or proceeding in any other courtsuch court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Nothing herein contained shall be deemed to affect Notwithstanding the right foregoing, each of any party to serve process in any manner permitted by law the parties hereto hereby agrees that it will not bring or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in support any action, suit cause of action, claim, cross-claim or proceeding brought pursuant third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against lenders party to the Debt Financing Commitment Letters and the Debt Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Debt Financing or the performance thereof, in any forum other than the Supreme Court of the State of New York, County of New York, or if under applicable law exclusive jurisdiction is vested in the Federal courts, the United States District Court for the Southern District of New York (and the appellate courts thereof) and that the provisions of Section 1311.13(b) below regarding a waiver of jury trial shall apply to any such action, and each cause of action, claim, cross-claim or third-party agrees that service of process by registered or certified mail, return receipt requested, at its address specified in Section 7 is reasonably calculated to give actual notice. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTclaim.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. Any (a) Each of the Parties irrevocably agrees that, except as set forth below, any legal action or proceeding or action based upon, arising out of or related relating to this Agreement brought by any other Party or the transactions contemplated hereby may its successors or assigns shall be brought and determined in the Delaware Court of Chancery Court (or, if the Delaware Chancery Court shall be unavailable, and any other state appellate court of therefrom within the State of Delaware or(unless the Delaware Court of Chancery shall decline to accept jurisdiction over a particular matter, in the case of claims to which the federal courts have exclusive subject matter jurisdictioncase, in any Delaware state or federal court of the United States of America sitting in within the State of Delaware), and each of the parties Parties hereby irrevocably submits to the exclusive jurisdiction of each the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the Parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in any such proceeding or action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience Delaware as described herein. Each of forum, the Parties further agrees that all claims in respect notice as provided herein shall constitute sufficient service of process and the Parties further waive any argument that such service is insufficient. Each of the proceeding or action shall be heard Parties hereby irrevocably and determined only in any such courtunconditionally waives, and agrees not to bring assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding or action arising out of or relating to this Agreement or the transactions contemplated hereby hereby, (i) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (ii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) that (A) the suit, action or proceeding in any other courtsuch court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper, or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Nothing herein contained The parties hereby further agree that the State of New York or the U.S. Federal courts sitting in the borough of Manhattan, City of New York shall be deemed to affect the right of have exclusive jurisdiction over any party to serve process in any manner permitted by law or to commence legal proceedings or otherwise proceed action brought against any Lender or any affiliate thereof (other party than an Affiliate of Acquiror) under the Debt Commitment Letter in any other jurisdiction, in each case, to enforce judgments obtained in any action, suit or proceeding brought pursuant to connection with the transactions contemplated by this Section 13, and each party agrees that service of process by registered or certified mail, return receipt requested, at its address specified in Section 7 is reasonably calculated to give actual notice. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTAgreement.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. Any proceeding or action based upon, arising out of or related The parties hereto irrevocably and unconditionally consent to this Agreement or submit to the transactions contemplated hereby may be brought in the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court jurisdiction of the State of Delaware or, in the case of claims to which the federal courts have exclusive subject matter jurisdiction, Bankruptcy Court for any federal court of the United States of America sitting in the State of Delaware), and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding or action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the proceeding or action shall be heard and determined only in any such court, and agrees not to bring any proceeding or action litigation arising out of or relating to this Agreement or and the transactions contemplated hereby (and agree not to commence any litigation relating hereto except in the Bankruptcy Court). Any and all service of process and any other notice in any such claim shall be effective against any party if given personally or by registered or certified mail, return receipt requested, or by any other courtmeans of mail that requires a signed receipt, postage prepaid, mailed to such party as herein provided. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law Law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction. If any claim is brought by any party hereto to enforce its rights or another party’s obligations under this Agreement or any other agreement, document or instrument to be delivered by such party on the Closing Date in connection herewith, the substantially prevailing party in such claim shall be entitled to recover its reasonable attorneys’ fees and expenses and other costs incurred in such claim, in each case, addition to enforce judgments obtained in any action, suit or proceeding brought pursuant other relief to this Section 13, and each party agrees that service of process by registered or certified mail, return receipt requested, at its address specified in Section 7 is reasonably calculated to give actual noticewhich it may be entitled. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER OF THE PARTIES TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY ALL RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY ACTION, PROCEEDING OR INDIRECTLY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTHEREBY.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. Any proceeding or action based upon, (a) Each Party agrees that any Proceeding arising out of or related relating to this Agreement or any transaction contemplated hereby shall be brought exclusively in the United States District Court for the District of Delaware or in the Court of Chancery of the State of Delaware (or, if such court lacks subject matter jurisdiction, in the Superior Court of the State of Delaware) and each of the Parties hereby submits to the exclusive jurisdiction of such courts for itself and with respect to its property, generally and unconditionally, for the purpose of any such Proceeding. A final judgment in any such Proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party agrees not to commence any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby may be brought except in the Delaware Chancery Court courts described above (or, if the Delaware Chancery Court shall be unavailable, other than actions in any other court of the State of Delaware orcompetent jurisdiction to enforce any judgment, in the case of claims to which the federal courts have exclusive subject matter jurisdiction, decree or award rendered by any federal court of the United States of America sitting in the State of Delaware), and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding or actionDelaware as described above), irrevocably and unconditionally waives any objection it may now or hereafter have to personal jurisdiction, the laying of venue or to convenience of forum, agrees that all claims in respect of the proceeding or action shall be heard and determined only in any such court, and agrees not to bring any proceeding or action Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any other such court. Nothing herein contained shall be deemed , and hereby irrevocably and unconditionally waives and agrees not to affect the right of any party to serve process plead or claim in any manner permitted by law or to commence legal proceedings or otherwise proceed against such court that any other party such Proceeding brought in any other jurisdiction, such court has been brought in each case, to enforce judgments obtained in an inconvenient forum or does not have jurisdiction over any action, suit or proceeding brought pursuant to this Section 13, and each party Party. Each Party agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth herein shall be effective service of process by registered or certified mail, return receipt requested, at its address specified in Section 7 is reasonably calculated to give actual notice. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTfor any such Proceeding.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. Any proceeding or action based upon, (a) Each Party agrees that any Proceeding arising out of or related relating to this Agreement or any transaction contemplated hereby shall be brought exclusively in the Delaware Court of Chancery in New Castle County, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such Proceeding, the United States District Court for the District of Delaware, and each of the Parties hereby submits to the exclusive jurisdiction of such courts for itself and with respect to its property, generally and unconditionally, for the purpose of any such Proceeding. A final judgment in any such Proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party agrees not to commence any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby may be brought except in the Delaware Chancery Court courts described above (or, if the Delaware Chancery Court shall be unavailable, other than actions in any other court of the State of Delaware orcompetent jurisdiction to enforce any judgment, in the case of claims to which the federal courts have exclusive subject matter jurisdiction, decree or award rendered by any federal court of the United States of America sitting in the State of Delaware), and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding or actionDelaware as described above), irrevocably and unconditionally waives any objection it may now or hereafter have to personal jurisdiction, the laying of venue or to convenience of forum, agrees that all claims in respect of the proceeding or action shall be heard and determined only in any such court, and agrees not to bring any proceeding or action Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any other such court. Nothing herein contained shall be deemed , and hereby irrevocably and unconditionally waives and agrees not to affect the right of any party to serve process plead or claim in any manner permitted by law or to commence legal proceedings or otherwise proceed against such court that any other party such Proceeding brought in any other jurisdiction, such court has been brought in each case, to enforce judgments obtained in an inconvenient forum or does not have jurisdiction over any action, suit or proceeding brought pursuant to this Section 13, and each party Party. Each Party agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address (or in the case of the Stockholders, the Stockholders’ Representative’s address) set forth herein shall be effective service of process by registered or certified mail, return receipt requested, at its address specified in Section 7 is reasonably calculated to give actual notice. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTfor any such Proceeding.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. Any proceeding or action based upon, (a) Each Party agrees that any Proceeding arising out of or related relating to this Agreement or any transaction contemplated hereby shall be brought exclusively in the Supreme Court of the State of New York, New York County, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such Proceeding, the United States District Court for the Southern District of New York, and each of the Parties hereby submits to the exclusive jurisdiction of such courts for itself and with respect to its property, generally and unconditionally, for the purpose of any such Proceeding. A final judgment in any such Proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Xxx. Each Party agrees not to commence any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby may be brought except in the Delaware Chancery Court courts described above (or, if the Delaware Chancery Court shall be unavailable, other than actions in any other court of the State of Delaware orcompetent jurisdiction to enforce any judgment, in the case of claims to which the federal courts have exclusive subject matter jurisdiction, decree or award rendered by any federal court of the United States of America sitting in the State of Delaware), and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding or actionNew York as described above), irrevocably and unconditionally waives any objection it may now or hereafter have to personal jurisdiction, the laying of venue or to convenience of forum, agrees that all claims in respect of the proceeding or action shall be heard and determined only in any such court, and agrees not to bring any proceeding or action Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any other such court. Nothing herein contained shall be deemed , and hereby irrevocably and unconditionally waives and agrees not to affect the right of any party to serve process plead or claim in any manner permitted by law or to commence legal proceedings or otherwise proceed against such court that any other party such Proceeding brought in any other jurisdiction, such court has been brought in each case, to enforce judgments obtained in an inconvenient forum or does not have jurisdiction over any action, suit or proceeding brought pursuant to this Section 13, and each party Party. Each Party agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth herein shall be effective service of process by registered or certified mail, return receipt requested, at its address specified in Section 7 is reasonably calculated to give actual notice. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTfor any such Proceeding.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. Any proceeding or action based upon, (a) Each Party agrees that any Proceeding arising out of or related relating to this Agreement or any transaction contemplated hereby shall be brought exclusively, in the case of a Proceeding commenced by Purchaser, in the courts of England, and in the case of a Proceeding commenced by Seller, in the United States District Court for the Southern District of New York located in New York County, New York, or, to the extent such court does not have jurisdiction, the state courts located in New York County, New York, and each of the Parties hereby submits to the exclusive jurisdiction of such courts for itself and with respect to its property, generally and unconditionally, for the purpose of any such Proceeding. A final judgment in any such Proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party agrees not to commence any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby may be brought except in the Delaware Chancery Court courts described above (or, if the Delaware Chancery Court shall be unavailable, other than actions in any other court of the State of Delaware orcompetent jurisdiction to enforce any judgment, in the case of claims to which the federal courts have exclusive subject matter jurisdiction, decree or award rendered by any federal such court of the United States of America sitting in the State of Delawareas described above), irrevocably and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding or action, unconditionally waives any objection it may now or hereafter have to personal jurisdiction, the laying of venue or to convenience of forum, agrees that all claims in respect of the proceeding or action shall be heard and determined only in any such court, and agrees not to bring any proceeding or action Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any other such court. Nothing herein contained shall be deemed , and hereby irrevocably and unconditionally waives and agrees not to affect the right of any party to serve process plead or claim in any manner permitted by law or to commence legal proceedings or otherwise proceed against such court that any other party such Proceeding brought in any other jurisdiction, such court has been brought in each case, to enforce judgments obtained in an inconvenient forum or does not have jurisdiction over any action, suit or proceeding brought pursuant to this Section 13, and each party Party. Each Party agrees that service of process any process, summons, notice or document by registered or certified mail, return receipt requested, at its mail to such Party’s respective address specified in Section 7 is reasonably calculated to give actual notice. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTset forth herein shall be effective service of process for any such Proceeding.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. Any proceeding or action based upon, (a) Each Party agrees that any Proceeding arising out of or related relating to this Agreement or any transaction contemplated hereby shall be brought exclusively in the Delaware Court of Chancery in New Castle County, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such Proceeding, the United States District Court for the District of Delaware, and each of the Parties hereby submits to the exclusive jurisdiction of such courts for itself and with respect to its property, generally and unconditionally, for the purpose of any such Proceeding. A final judgment in any such Proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party agrees not to commence any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby may be brought except in the Delaware Chancery Court courts described above (or, if the Delaware Chancery Court shall be unavailable, other than actions in any other court of the State of Delaware orcompetent jurisdiction to enforce any judgment, in the case of claims to which the federal courts have exclusive subject matter jurisdiction, decree or award rendered by any federal court of the United States of America sitting in the State of Delaware), and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding or actionDelaware as described above), irrevocably and unconditionally waives any objection it may now or hereafter have to personal jurisdiction, the laying of venue or to convenience of forum, agrees that all claims in respect of the proceeding or action shall be heard and determined only in any such court, and agrees not to bring any proceeding or action Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any other such court. Nothing herein contained shall be deemed , and hereby irrevocably and unconditionally waives and agrees not to affect the right of any party to serve process plead or claim in any manner permitted by law or to commence legal proceedings or otherwise proceed against such court that any other party such Proceeding brought in any other jurisdiction, such court has been brought in each case, to enforce judgments obtained in an inconvenient forum or does not have jurisdiction over any action, suit or proceeding brought pursuant to this Section 13, and each party Party. Each Party agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address (or in the case of the Shareholders, the Shareholders’ Representative’s address) set forth herein shall be effective service of process by registered or certified mail, return receipt requested, at its address specified in Section 7 is reasonably calculated to give actual notice. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTfor any such Proceeding.