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

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the borough of Manhattan in the City of New York, or if such court does not have jurisdiction, the Supreme Court of the State of New York, New York County, for the purposes of any Proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the parties hereto irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such Proceeding. Each of the parties further agrees that service of any process, summons, notice or document to such party's respective address listed above in one of the manners set forth in Section 8(c) shall be deemed in every respect effective service of process in any such Proceeding. Nothing herein shall affect the right of any Person to serve process in any other manner permitted by Law. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding arising out of this Agreement or the transactions contemplated hereby in (i) the United States District Court for the Southern District of New York or (ii) the Supreme Court of the State of New York, New York County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding brought in any such court has been brought in an inconvenient forum. The parties hereto hereby irrevocably and unconditionally waive trial by jury in any Proceeding relating to this Agreement or any other agreement entered into in connection therewith and for any counterclaim with respect thereto.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties Parties irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the borough of Manhattan in the City of New York, or if such court does not have jurisdiction, the Supreme Court of the State of New York, New York County, for the purposes of any Proceeding suit, action or other proceeding arising out of this Agreement or any transaction contemplated herebythe Contemplated Transactions. Each of To the parties hereto irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such Proceeding. Each of the parties further agrees extent that service of any processprocess by mail is permitted by applicable Law, summons, notice or document each Party irrevocably consents to such party's respective address listed above in one of the manners set forth in Section 8(c) shall be deemed in every respect effective service of process in any such Proceedingsuit, action or other proceeding in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. Nothing herein shall affect the right of any Person to serve process in any other manner permitted by Law. Each of the parties hereto Parties irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby Contemplated Transactions in (ia) the United States District Court for the Southern District of New York York, or (iib) the Supreme Court of the State of New York, New York County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding action, suit or proceeding brought in any such court has been brought in an LA_LAN01:362972.20 inconvenient forum. The parties hereto Parties hereby irrevocably and unconditionally waive trial by jury in any Proceeding legal action or proceeding relating to this Agreement or any other agreement entered into in connection therewith and for any counterclaim with respect thereto.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the borough of Manhattan in the City of New York, or if such court does not have jurisdiction, the Supreme Court of the State of New York, New York County, for the purposes of any Proceeding suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the parties hereto irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such Proceeding. Each of the parties further agrees that service of any process, summons, notice or document to such party's ’s respective address listed above in one of the manners set forth in Section 8(c) 10.7 hereof shall be deemed in every respect effective service of process in any such Proceedingsuit, action or proceeding. Nothing herein shall affect the right of any Person to serve process in any other manner permitted by Law. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (ia) the United States District Court for the Southern District of New York or (iib) the Supreme Court of the State of New York, New York County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The parties hereto hereby irrevocably and unconditionally waive trial by jury in any Proceeding legal action or proceeding relating to this Agreement or any other agreement entered into in connection therewith and for any counterclaim with respect thereto.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties Parties irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the borough of Manhattan in the City of New York, or if such court does not have jurisdiction, the Supreme Court of the State of New York, New York County, for the purposes of any suit, action or other Proceeding arising out of this Agreement or any transaction contemplated hereby. Each of To the parties hereto irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such Proceeding. Each of the parties further agrees extent that service of any processprocess by mail is permitted by applicable Law, summons, notice or document each Party irrevocably consents to such party's respective address listed above in one of the manners set forth in Section 8(c) shall be deemed in every respect effective service of process in any such Proceedingsuit, action or other Proceeding in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. Nothing herein shall affect the right of any Person to serve process in any other manner permitted by Law. Each of the parties hereto Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or Proceeding arising out of this Agreement or the transactions contemplated hereby in (ia) the United States District Court for the Southern District of New York or (iib) the Supreme Court of the State of New York, New York County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or Proceeding brought in any such court has been brought in an inconvenient forum. The parties hereto Parties hereby irrevocably and unconditionally waive trial by jury in any legal action or Proceeding relating to this Agreement or any other agreement entered into in connection therewith and for any counterclaim with respect thereto.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the borough of Manhattan in the City of New York, or if such court does not have jurisdiction, the Supreme Court of the State of New York, New York County, for the purposes of any Proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the parties hereto irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such Proceeding. Each of the parties further agrees that service of any process, summons, notice or document to such party's respective address listed above in one of the manners set forth in Section 8(c) 10.8 shall be deemed in every respect effective service of process in any such Proceeding, and waives any objection it might otherwise have to service of process under Law. Nothing herein shall affect the right of any Person to serve process in any other manner permitted by Law. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding arising out of this Agreement or the transactions contemplated hereby in (ia) the United States District Court for the Southern District of New York or (iib) the Supreme Court of the State of New York, New York County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding brought in any such court has been brought in an inconvenient forum. The parties hereto hereby irrevocably and unconditionally waive trial by jury in any Proceeding relating to this Agreement or any other agreement entered into in connection therewith and for any counterclaim with respect thereto.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties Parties irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the borough of Manhattan in the City of New York, or if such court does not have jurisdiction, the Supreme Court of the State of New York, New York County, for the purposes of any Proceeding suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of To the parties hereto irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such Proceeding. Each of the parties further agrees extent that service of any processprocess by mail is permitted by applicable Law, summons, notice or document each Party irrevocably consents to such party's respective address listed above in one of the manners set forth in Section 8(c) shall be deemed in every respect effective service of process in any such Proceedingsuit, action or other proceeding in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. Nothing herein shall affect the right of any Person to serve process in any other manner permitted by Law. Each of the parties hereto Parties irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (ia) the United States District Court for the Southern District of New York or (iib) the Supreme Court of the State of New York, New York County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The parties hereto Parties hereby irrevocably and unconditionally waive trial by jury in any Proceeding legal action or proceeding relating to this Agreement or any other agreement entered into in connection therewith and for any counterclaim with respect thereto.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the borough of Manhattan in the City of New York, or if such court does not have jurisdiction, the Supreme Court of the State of New York, New York County, for the purposes of any Proceeding suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the parties hereto irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such Proceeding. Each of the parties further agrees that service of any process, summons, notice or document to such party's Party’s respective address listed above in one of the manners set forth in Section 8(c) 6.5 hereof shall be deemed in every respect effective service of process in any such Proceedingsuit, action or proceeding. Nothing herein shall affect the right of any Person to serve process in any other manner permitted by Law. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (ia) the United States District Court for the Southern District of New York or (iib) the Supreme Court of the State of New York, New York County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The parties hereto hereby irrevocably and unconditionally waive trial by jury in any Proceeding legal action or proceeding relating to this Agreement or any other agreement entered into in connection therewith and for any counterclaim with respect thereto.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties Parties hereto irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the borough of Manhattan in the City of New York, or if such court does not have jurisdiction, the Supreme Court of the State of New York, New York County, for the purposes of any Proceeding suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the parties Parties hereto irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such Proceeding. Each of the parties further agrees that service of any process, summons, notice or document by U.S. certified mail to such party's Party’s respective address listed above in one of the manners set forth in Section 8(c) 10.01 shall be deemed in every respect effective service of process for any action, suit or proceeding in New York with respect to any such Proceeding. Nothing herein shall affect matters to which it has submitted to jurisdiction as set forth above in the right of any Person to serve process in any other manner permitted by Lawimmediately preceding sentence. Each of the parties Parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (ia) the United States District Court for the Southern District of New York or (iib) the Supreme Court of the State of New York, New York County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The parties hereto hereby irrevocably and unconditionally waive trial by jury in any Proceeding relating to this Agreement or any other agreement entered into in connection therewith and for any counterclaim with respect theretoEACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties party hereto irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the borough of Manhattan in the City of New York, or if such court does not have jurisdiction, the Supreme Court of the State of New York, New York County, for the purposes of any Proceeding suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the parties hereto irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such Proceeding. Each of the parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such party's respective address listed above in one of the manners set forth in Section 8(c) 15.9 hereof shall be deemed in every respect effective service of process for any action, suit or proceeding in New York with respect to any such Proceeding. Nothing herein shall affect matters to which it has submitted to jurisdiction as set forth above in the right of any Person to serve process in any other manner permitted by Lawimmediately preceding sentence. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (ia) the United States District Court for the Southern District of New York or (iib) the Supreme Court of the State of New York, New York County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The parties hereto hereby irrevocably and unconditionally waive trial by jury in any Proceeding legal action or proceeding relating to this Agreement or any other agreement entered into in connection therewith and for any counterclaim with respect thereto.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties party irrevocably submits to the exclusive jurisdiction of (a) the State Courts located in the State of Illinois, and (b) the United States District Court for the Southern Northern District of New York located in the borough of Manhattan in the City of New York, or if such court does not have jurisdiction, the Supreme Court of the State of New York, New York CountyIllinois, for the purposes of any Proceeding Action arising out of or relating to this Agreement or any transaction contemplated hereby. Each party agrees to commence any such Action either in the United States District Court for the Northern District of Illinois or, if such Action may not be brought in such court for jurisdictional reasons, in a State Court located in the parties hereto irrevocably and fully waives the defense State of an inconvenient forum to the maintenance of such ProceedingIllinois. Each of the parties party further agrees that service of any process, summons, notice or document by U.S. registered mail to such party's ’s respective address listed above in one of the manners set forth in Section 8(c) above shall be deemed in every respect effective service of process for any Action with respect to any matters to which it has submitted to jurisdiction in any such Proceeding. Nothing herein shall affect the right of any Person to serve process in any other manner permitted by Lawthis Section 11.7. Each of the parties hereto party irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding Action arising out of or relating to this Agreement or the transactions contemplated hereby in (i) the State Courts located in the State of Illinois, or (ii) the United States District Court for the Southern Northern District of New York or (ii) the Supreme Court of the State of New York, New York CountyIllinois, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding Action brought in any such court has been brought in an inconvenient forum. The parties hereto hereby irrevocably and unconditionally waive trial by jury in any Proceeding relating to this Agreement or any other agreement entered into in connection therewith and for any counterclaim with respect theretoEACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties Parties irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the borough of Manhattan in the City of New York, or if such court does not have jurisdiction, the Supreme Court of the State of New York, New York County, for the purposes of any Proceeding suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the parties hereto irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such Proceeding. Each of the parties Parties further agrees that service of any process, summons, notice or document by any national or international, as applicable, express courier service to such party's Party at its respective address listed above in one of the manners set forth in Section 8(c) 10.1 shall be deemed in every respect effective service of process for any action, suit or proceeding in New York with respect to any such Proceeding. Nothing herein shall affect matters to which it has submitted to jurisdiction as set forth above in the right of any Person to serve process in any other manner permitted by Lawimmediately preceding sentence. Each of the parties hereto Parties irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (ia) the United States District Court for the Southern District of New York or (iib) the Supreme Court of the State of New York, New York County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The parties hereto Parties hereby irrevocably and unconditionally waive trial by jury in any Proceeding legal action or proceeding relating to this Agreement or any other agreement entered into in connection therewith and for any counterclaim with respect thereto.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the borough of Manhattan in the City of New York, or if such court does not have jurisdiction, the Supreme Court of the State of New York, New York County, for the purposes of any Proceeding suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the parties hereto irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such Proceedingsuit, action or proceeding. Each of the parties further agrees that service of any process, summons, notice or document to such party's respective address listed above in one of the manners set forth in Section 8(c11.8 (Notices) hereof shall be deemed in every respect effective service of process in any such Proceedingsuit, action or proceeding. Nothing herein shall affect the right of any Person to serve process in any other manner permitted by Law. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (ia) the United States District Court for the Southern District of New York or (iib) the Supreme Court of the State of New York, New York County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The parties hereto hereby irrevocably and unconditionally waive trial by jury in any Proceeding legal action or proceeding relating to this Agreement or any other agreement entered into in connection therewith and for any counterclaim with respect thereto.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties party hereto irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the borough of Manhattan in the City of New York, or if such court does not have jurisdiction, the Supreme Court of the State of New York, New York County, for the purposes of any Proceeding suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the parties hereto irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such Proceeding. Each of the parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such party's respective address listed above in one of the manners set forth in Section 8(c) 9.9 hereof shall be deemed in every respect effective service of process for any action, suit or proceeding in New York with respect to any such Proceeding. Nothing herein shall affect matters to which it has submitted to jurisdiction as set forth above in the right of any Person to serve process in any other manner permitted by Lawimmediately preceding sentence. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (ia) the United States District Court for the Southern District of New York or (iib) the Supreme Court of the State of New York, New York County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The parties hereto hereby irrevocably and unconditionally waive trial by jury in any Proceeding legal action or proceeding relating to this Agreement or any other agreement entered into in connection therewith and for any counterclaim with respect thereto.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the borough of Manhattan in the City of New York, or if such court does not have jurisdiction, the Supreme Court of the State of New York, New York County, for the purposes of any Proceeding suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the parties hereto irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such Proceeding. Each of the parties further agrees that service of any process, summons, notice or document to such party's ’s respective address listed above in one of the manners set forth in Section 8(c) 10.7 hereof shall be deemed in every respect effective service of process in any such Proceedingsuit, action or proceeding. Nothing herein shall affect the right of any Person to serve process in any other manner permitted by Law. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (ia) the United States District Court for the Southern District of New York or (iib) the Supreme Court of the State of New York, New York County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The parties hereto hereby irrevocably and unconditionally waive trial by jury in any Proceeding relating to this Agreement or any other agreement entered into in connection therewith and for any counterclaim with respect theretoTHE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER AGREEMENT ENTERED INTO IN CONNECTION THEREWITH AND FOR ANY COUNTERCLAIM WITH RESPECT THERETO.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties Parties irrevocably submits to the exclusive jurisdiction of (i) the state courts of the State of New York located in borough of Manhattan in New York City and (ii) the United States District Court for the Southern District of New York located in (and the borough of Manhattan in the City of New York, or if such court does not have jurisdiction, the Supreme Court of the State of New York, New York County, appropriate appellate courts therefrom) for the purposes of any Proceeding Action arising out of or relating to this Agreement or any transaction contemplated herebyhereby (and agrees not to commence any Action, suit or proceeding relating hereto except in such courts). Each of the parties hereto irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such Proceeding. Each of the parties Parties further agrees that service of any process, summons, notice or document hand delivered or sent by U.S. registered mail to such party's Party’s respective address listed above in one of the manners set forth in Section 8(c) shall 10.3 will be deemed in every respect effective service of process for any Action in New York with respect to any such Proceeding. Nothing herein shall affect matters to which it has submitted to jurisdiction as set forth in the right of any Person to serve process in any other manner permitted by Lawimmediately preceding sentence. Each of the parties hereto Parties irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding Action arising out of or relating to this Agreement or the transactions contemplated hereby Transactions in (i) state courts of the State of New York located in borough of Manhattan in New York City or (ii) the United States District Court for the Southern District of New York or (ii) and the Supreme Court of the State of New York, New York Countyappropriate appellate courts therefrom), and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding Action brought in any such court has been brought in an inconvenient forum. The parties hereto hereby irrevocably and unconditionally waive trial by jury Notwithstanding the foregoing, each Party agrees that a final judgment in any Proceeding relating to this Agreement Action so brought shall be conclusive and may be enforced by suit on the judgment in any jurisdiction or in any other agreement entered into manner provided in connection therewith and for any counterclaim with respect theretolaw or in equity. (b) EACH OF THE PARTIES IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties party hereto irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the borough of Manhattan in the City of New York, or if such court does not have jurisdiction, the Supreme Court of the State of New York, New York County, for the purposes of any Proceeding suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the parties hereto irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such Proceeding. Each of the parties hereto, further agrees that service of any process, summons, notice or document by U.S. registered mail 69 65 to such party's respective address listed above in one of the manners set forth in Section 8(c) 11.2 shall be deemed in every respect effective service of process for any action, suit or proceeding in New York with respect to any such Proceeding. Nothing herein shall affect matters to which it has submitted to jurisdiction as set forth above in the right of any Person to serve process in any other manner permitted by Lawimmediately preceding sentence. Each of the parties hereto hereto, irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (ia) the United States District Court for the Southern District of New York or (iib) the Supreme Court of the State of New York, New York County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The parties hereto hereby irrevocably and unconditionally waive trial by jury in any Proceeding legal action or proceeding relating to this Agreement or any other agreement entered into in connection therewith and for any counterclaim with respect thereto.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties expressly and irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the borough of Manhattan in the City of New York, or if such court does not have jurisdiction, the Supreme Court of the State of New York, New York County, for the purposes of any Proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the parties hereto irrevocably and fully party hereby waives the defense right to any other jurisdiction or venue for any litigation arising out of an inconvenient forum or in connection with this Agreement or the transactions contemplated hereby to the maintenance which any of such Proceedingthem may be entitled by reason of its present or future domicile. Each of the parties further agrees that service of any process, summons, notice or document to such party's respective address listed above in one of the manners set forth in Section 8(c) 10.6 shall be deemed in every respect effective service of process in any such Proceeding, and waives any objection it might otherwise have to service of process under Law. Nothing herein shall affect the right of any Person to serve process in any other manner permitted by Law. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding arising out of this Agreement or the transactions contemplated hereby in (ia) the United States District Court for the Southern District of New York or (iib) the Supreme Court of the State of New York, New York County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding brought in any such court has been brought in an inconvenient forum. The parties hereto hereby irrevocably and unconditionally waive trial by jury in any Proceeding relating to this Agreement or any other agreement entered into in connection therewith and for any counterclaim with respect thereto.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties expressly and irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the borough of Manhattan in the City of New York, or if such court does not have jurisdiction, the Supreme Court of the State of New York, New York County, for the purposes of any Proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the parties hereto irrevocably and fully party hereby waives the defense right to any other jurisdiction or venue for any litigation arising out of an inconvenient forum or in connection with this Agreement or the transactions contemplated hereby to the maintenance which any of such Proceedingthem may be entitled by reason of its present or future domicile. Each of the parties further agrees that service of any process, summons, notice or document to such party's ’s respective address listed above in one of the manners set forth in Section 8(c) 10.6 shall be deemed in every respect effective service of process in any such Proceeding, and waives any objection it might otherwise have to service of process under Law. Nothing herein shall affect the right of any Person to serve process in any other manner permitted by Law. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding arising out of this Agreement or the transactions contemplated hereby in (ia) the United States District Court for the Southern District of New York or (iib) the Supreme Court of the State of New York, New York County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding brought in any such court has been brought in an inconvenient forum. The parties hereto hereby irrevocably and unconditionally waive trial by jury in any Proceeding relating to this Agreement or any other agreement entered into in connection therewith and for any counterclaim with respect thereto.

Consent to Jurisdiction; Waiver of Jury Trial. Each Except as set forth in Section 9.6 with respect to the matters described therein or as specifically provided in respect of any part of this Agreement, each of the parties hereto irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the borough of Manhattan in the City of New York, or if such court does not have jurisdiction, the Supreme Court of the State of New York, New York County, for the purposes of any Proceeding suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the parties hereto irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such Proceeding. Each of the parties hereto, further agrees that service of any process, summons, notice or document by U.S. registered mail to such party's respective address listed above in one of the manners set forth in Section 8(c) 11.1 shall be deemed in every respect effective service of process for any action, suit or proceeding in New York with respect to any such Proceeding. Nothing herein shall affect matters to which it has submitted to jurisdiction as set forth above in the right of any Person to serve process in any other manner permitted by Lawimmediately preceding sentence. Each of the parties hereto hereto, irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (ia) the United States District Court for the Southern District of New York or (iib) the Supreme Court of the State of New York, New York County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The parties hereto hereby irrevocably and unconditionally waive trial by jury in any Proceeding legal action or proceeding relating to this Agreement or any other agreement entered into in connection therewith and for any counterclaim with respect thereto.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties party hereto irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the borough of Manhattan in the City of New York, or if such court does not have jurisdiction, the Supreme Court of the State of New York, New York County, for the purposes of any Proceeding suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the parties hereto irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such Proceeding. Each of the parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such party's respective address listed above in one of the manners set forth in Section 8(c) 8.9 hereof shall be deemed in every respect effective service of process for any action, suit or proceeding in New York with respect to any such Proceeding. Nothing herein shall affect matters to which it has submitted to jurisdiction as set forth above in the right of any Person to serve process in any other manner permitted by Lawimmediately preceding sentence. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (ia) the United States District Court for the Southern District of New York or (iib) the Supreme Court of the State of New York, New York County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The parties hereto hereby irrevocably and unconditionally waive trial by jury in any Proceeding legal action or proceeding relating to this Agreement or any other agreement entered into in connection therewith and for any counterclaim with respect thereto.

Consent to Jurisdiction; Waiver of Jury Trial. Each Except as set forth in Section 9.6 with respect to the matters described therein or as specifically provided in respect of any part of this Agreement, each of the parties hereto irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the borough of Manhattan in the City of New York, or if such court does not have jurisdiction, the Supreme Court of the State of New York, New York County, for the purposes of any Proceeding suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the parties hereto irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such Proceeding. Each of the parties hereto, further agrees that service of any process, summons, notice or document by U.S. registered mail to such party's respective address listed above in one of the manners set forth in Section 8(c) 11.1 shall be deemed in every respect effective service of process for any action, suit or proceeding in New York with respect to any such Proceeding. Nothing herein shall affect matters to which it has 145 137 submitted to jurisdiction as set forth above in the right of any Person to serve process in any other manner permitted by Lawimmediately preceding sentence. Each of the parties hereto hereto, irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (ia) the United States District Court for the Southern District of New York or (iib) the Supreme Court of the State of New York, New York County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The parties hereto hereby irrevocably and unconditionally waive trial by jury in any Proceeding legal action or proceeding relating to this Agreement or any other agreement entered into in connection therewith and for any counterclaim with respect thereto.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties Parties hereto irrevocably submits to the exclusive jurisdiction of the Supreme Court of the State of New York, County of New York, or if under applicable Law exclusive jurisdiction is vested in Federal courts, the United States District Court for the Southern District of New York located (and the appellate courts thereof) for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby, including any Financing Claim. Each of the Parties hereto agrees that it will not bring or support, and will not support any of its Affiliates to bring or support, any Financing Claim in the borough of Manhattan in the City of New York, or if such court does not have jurisdiction, 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 Federal courts, the United States District Court for the Southern District of New York County, for (and the purposes of any Proceeding arising out of this Agreement or any transaction contemplated hereby. appellate courts thereof). (b) Each of the parties hereto irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such Proceeding. Each of the parties further agrees that service of any process, summons, notice or document to such party's respective address listed above in one of the manners set forth in Section 8(c) shall be deemed in every respect effective service of process in any such Proceeding. Nothing herein shall affect the right of any Person to serve process in any other manner permitted by Law. Each of the parties Parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby (including any Financing Claim) in (i) the United States District Court for the Southern District of New York or (ii) the Supreme Court federal and state courts of the State of New York located in the County of New York, New York County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The parties hereto hereby irrevocably and unconditionally waive trial by jury in any Proceeding relating to this Agreement or any other agreement entered into in connection therewith and for any counterclaim with respect thereto. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING ANY FINANCING CLAIM).

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the borough of Manhattan in the City of New York, or if such court does not have jurisdiction, the Supreme Court of the State of New York, New York County, for the purposes of any Proceeding suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of To the parties hereto irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such Proceeding. Each of the parties further agrees extent that service of any processprocess by mail is permitted by applicable Law, summons, notice or document each party irrevocably consents to such party's respective address listed above in one of the manners set forth in Section 8(c) shall be deemed in every respect effective service of process in any such Proceedingsuit, action or other proceeding in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. Nothing herein shall affect the right of any Person to serve process in any other manner permitted by Law. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (ia) the United States District Court for the Southern District of New York or (iib) the Supreme Court of the State of New York, New York County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The parties hereto hereby irrevocably and unconditionally waive trial by jury in any Proceeding relating to this Agreement or any other agreement entered into in connection therewith and for any counterclaim with respect theretoTHE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER AGREEMENT ENTERED INTO IN CONNECTION THEREWITH AND FOR ANY COUNTERCLAIM WITH RESPECT THERETO.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties Parties irrevocably submits to the exclusive jurisdiction of (i) the United States District Court for state courts of the Southern District State of New York located in the borough of Manhattan in New York City and (ii) the City of New York, or if such court does not have jurisdiction, the Supreme United States District Court of for the State of New York, New York County, (and the appropriate appellate courts therefrom) for the purposes of any Proceeding suit, action or other proceeding arising out of or relating to this Agreement or any transaction contemplated herebyhereby (and agrees not to commence any suit, action or proceeding relating hereto except in such courts). Each of the parties hereto irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such Proceeding. Each of the parties Parties further agrees that service of any process, summons, notice or document hand delivered or sent by U.S. registered mail to such party's Party’s respective address listed above in one of the manners set forth in Section 8(c) shall 10.3 of the Purchase Agreement will be deemed in every respect effective service of process for any suit, action or proceeding in New York with respect to any such Proceeding. Nothing herein shall affect matters to which it has submitted to jurisdiction as set forth in the right of any Person to serve process in any other manner permitted by Lawimmediately preceding sentence. Each of the parties hereto Parties irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in (i) state courts of the State of New York located in the borough of Manhattan in New York City or (ii) the United States District Court for the Southern District State of New York or (ii) and the Supreme Court of the State of New York, New York Countyappropriate appellate courts therefrom), and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding suit, action or proceeding brought in any such court has been brought in an inconvenient forum. The parties hereto hereby irrevocably and unconditionally waive trial by jury Notwithstanding the foregoing, each Party agrees that a final judgment in any Proceeding relating to this Agreement suit, action or proceeding so brought will be conclusive and may be enforced by suit on the judgment in any jurisdiction or in any other agreement entered into manner provided in connection therewith and for any counterclaim with respect theretolaw or in equity.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties party irrevocably submits to the exclusive jurisdiction of the Supreme Court of the State of New York, County of New York, and the United States District Court for the Southern District of New York located in the borough of Manhattan in the City of New York, or if such court does not have jurisdiction, the Supreme Court of the State of New York, New York County(and appellate courts thereof), for the purposes of any Proceeding suit, action or other proceeding arising out of this Agreement or any transaction the transactions contemplated hereby. Each of the parties hereto irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such Proceeding. Each of the parties party further agrees that service of any process, summons, notice or document by U.S. registered mail to such party's ’s respective address listed above in one of the manners set forth in Section 8(c) above shall be deemed in every respect effective service of process for any dispute in New York with respect to any such Proceeding. Nothing herein shall affect the right of any Person matters to serve process which it has submitted to jurisdiction in any other manner permitted by Lawthis Section 9.3. Each of the parties hereto party irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding arising out suit, action or other proceeding in the Supreme Court of this Agreement the State of New York, County of New York, or the transactions contemplated hereby in (i) the United States District Court for the Southern District of New York or (ii) the Supreme Court of the State of New York, New York Countyand appellate courts thereof), and hereby and thereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding Dispute brought in any such court has been brought in an inconvenient forum. The parties hereto hereby irrevocably and unconditionally waive trial by jury in any Proceeding relating to this Agreement or any other agreement entered into in connection therewith and for any counterclaim with respect thereto. (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY DISPUTE WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY DISPUTE.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties Buyer and Seller hereby expressly and irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the borough of Manhattan in the City of New York, or if such court does not have jurisdiction, the Supreme Court of the State of New York, New York County, for the purposes of any Proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the parties hereto irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such Proceeding. Each of the parties further agrees that service of any process, summons, notice or document to such party's respective address listed above in one of the manners set forth in Section 8(c) shall be deemed in every respect effective service of process in any such Proceeding. Nothing herein shall affect the right of any Person to serve process in any other manner permitted by Law. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding arising out of this Agreement or the transactions contemplated hereby in (i) the United States District Court for the Southern District of New York or and (ii) the Supreme Court of the State of New York, County of New York Countyfor the purposes of enforcing awards from arbitration or any right to specific performance arising out of this Agreement or any transaction contemplated hereby. Each of Seller and Buyer agrees to commence any action, suit or proceeding relating hereto either in the United States District Court for the Southern District of New York or, if such suit, action or proceeding may not be brought in such court for jurisdictional reasons, in the Supreme Court of the State of New York, County of New York. Buyer further agrees that service of process, summons, notice or document by hand delivery or U.S. registered mail in care of Standard Insurance Company, 1000 X.X. 0xx Xxxxxx, Xxxxxxxx, Xxxxxx 00000, Attention of the General Counsel, shall be effective service of process for any action, suit or proceeding brought against Buyer in any such court. Seller further agrees that service of process, summons, notice or document by hand delivery or registered mail in care of Teachers Insurance and Annuity Association of America, 700 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: General Counsel, shall be effective service of process for any action, suit or proceeding brought against Seller in any such court. Each of Buyer and Seller irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the United States District Court for the Southern District of New York or Supreme Court of the State of New York, County of New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The Each of Buyer and Seller further expressly and irrevocably waives any claim or defense in any such action or proceeding in either such court based upon any lack of personal jurisdiction, improper venue or forum non-conveniens or any similar basis. (b) Each of the parties hereto hereby expressly and irrevocably and unconditionally waive waives trial by jury in any Proceeding relating litigation in any court with respect to, in connection with, or arising out of this Agreement or any instrument or document delivered pursuant to this Agreement or any other agreement entered into in connection therewith and for any counterclaim with respect theretothe validity, protection, interpretation or enforcement thereof.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties expressly and irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the borough of Manhattan in the City of New York, or if such court does not have jurisdiction, the Supreme Court of the State of New York, New York County, for the purposes of any Proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the parties hereto irrevocably and fully party hereby waives the defense right to any other jurisdiction or venue for any litigation arising out of an inconvenient forum or in connection with this Agreement or the transactions contemplated hereby to the maintenance which any of such Proceedingthem may be entitled by reason of its present or future domicile. Each of the parties further agrees that service of any process, summons, notice or document to such party's respective address listed above in one of the manners set forth in Section 8(c) 11.6 shall be deemed in every respect effective service of process in any such Proceeding, and waives any objection it might otherwise have to service of process under Law. Nothing herein shall affect the right of any Person to serve process in any other manner permitted by Law. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding arising out of this Agreement or the transactions contemplated hereby in (ia) the United States District Court for the Southern District of New York or (iib) the Supreme Court of the State of New York, New York County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding brought in any such court has been brought in an inconvenient forum. The parties hereto hereby irrevocably and unconditionally waive trial by jury in any Proceeding relating to this Agreement or any other agreement entered into in connection therewith and for any counterclaim with respect thereto.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the borough of Manhattan in the City of New York, or if such court does not have jurisdiction, the Supreme Court of the State of New York, New York County, for the purposes of any suit, action or other Proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the parties hereto irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit, action or Proceeding. Each of the parties further agrees that service of any process, summons, notice or document to such party's ’s respective address listed above in one of the manners set forth in Section 8(c) 10.7 hereof shall be deemed in every respect effective service of process in any such suit, action or Proceeding. Nothing herein shall affect the right of any Person to serve process in any other manner permitted by Law. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or Proceeding arising out of this Agreement or the transactions contemplated hereby in (ia) the United States District Court for the Southern District of New York or (iib) the Supreme Court of the State of New York, New York County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or Proceeding brought in any such court has been brought in an inconvenient forum. The parties hereto hereby irrevocably and unconditionally waive trial by jury in any legal action or Proceeding relating to this Agreement or any other agreement entered into in connection therewith and for any counterclaim with respect thereto.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties irrevocably submits to the exclusive jurisdiction of (i) the state courts of the State of New York located in borough of Manhattan in New York City and (ii) the United States District Court for the Southern District of New York located in (and the borough of Manhattan in the City of New York, or if such court does not have jurisdiction, the Supreme Court of the State of New York, New York County, appropriate appellate courts therefrom) for the purposes of any Proceeding action arising out of or relating to this Agreement or any transaction contemplated hereby. Each of the parties hereby (and agrees not to commence any action, suit or proceeding relating hereto irrevocably and fully waives the defense of an inconvenient forum to the maintenance of except in such Proceedingcourts). Each of the parties further agrees that service of any process, summons, notice or document hand delivered or sent by U.S. registered mail to such party's Party’s respective address listed above in one of the manners set forth in Section 8(c) shall 10.3 of the Purchase Agreement will be deemed in every respect effective service of process for any action in New York with respect to any such Proceeding. Nothing herein shall affect matters to which it has submitted to jurisdiction as set forth in the right of any Person to serve process in any other manner permitted by Lawimmediately preceding sentence. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding action arising out of or relating to this Agreement or the transactions contemplated hereby hereunder in (i) state courts of the State of New York located in borough of Manhattan in New York City or (ii) the United States District Court for the Southern District of New York or (ii) and the Supreme Court of the State of New York, New York Countyappropriate appellate courts therefrom), and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding action brought in any such court has been brought in an inconvenient forum. The parties hereto hereby irrevocably and unconditionally waive trial by jury Notwithstanding the foregoing, each Party agrees that a final judgment in any Proceeding relating to this Agreement action so brought shall be conclusive and may be enforced by suit on the judgment in any jurisdiction or in any other agreement entered into manner provided in connection therewith and for any counterclaim with respect theretolaw or in equity.

Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties Party irrevocably submits to the exclusive jurisdiction of (a) New York County, New York, and (b) the United States District Court for the Southern District of New York, for the purposes of any proceeding arising out of this Agreement or any of the transactions contemplated hereby. Each Party agrees to commence any such proceeding either in the United States District Court for the Southern District of New York located in the borough of Manhattan in the City of New York, or if such proceeding may not be brought in such court does not have jurisdictionfor jurisdictional reasons, in the Supreme Court of the State of New York, sitting in New York County, for the purposes of any Proceeding arising out of this Agreement or any transaction contemplated herebyCounty (including its Appellate Division). Each of the parties hereto irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such Proceeding. Each of the parties Party further agrees that service of any process, summons, notice or document by U.S. registered mail to such party's Party’s respective address listed above in one of the manners set forth in Section 8(c) above shall be deemed in every respect effective service of process for any proceeding in New York with respect to any such Proceeding. Nothing herein shall affect the right of any Person matters to serve process which it has submitted to jurisdiction in any other manner permitted by Lawthis Section 13. Each of the parties hereto Party irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding proceeding arising out of this Agreement or any of the transactions contemplated hereby in (i) the United States District Court for the Southern District of New York York, or (ii) the Supreme Court of the State of New York, sitting in New York CountyCounty (including its Appellate Division), and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding brought in any such court has been brought in an inconvenient forum. The parties hereto hereby irrevocably and unconditionally waive trial by jury in any Proceeding relating to this Agreement or any other agreement entered into in connection therewith and for any counterclaim with respect theretoEACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.