Common use of Consent to Jurisdiction; Waiver of Jury Trial; Specific Performance Clause in Contracts

Consent to Jurisdiction; Waiver of Jury Trial; Specific Performance. (a) In any action or proceeding between any of the parties arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of the State of Delaware and the United States District Court for the District of Delaware, and (b) agrees that all claims in respect of such action or proceeding may be heard and determined exclusively in such courts. For purposes of implementing the foregoing, each of the Stockholder, the Buyer and the Transitory Sub does hereby appoint CT Corporation, as agent to service of process in the State of Delaware in connection with this Agreement. (b) EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING IN RELATION TO THIS AGREEMENT AND FOR ANY