Common use of Enforcement; Consent to Jurisdiction Clause in Contracts

Enforcement; Consent to Jurisdiction. The parties hereto agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this letter agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this letter agreement and to enforce specifically the terms and provisions of this letter agreement in the Delaware Court of Chancery (or if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) or, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any federal court located in the State of Delaware without proof of actual damages or otherwise (and each party hereto hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. Each of the parties hereto hereby irrevocably and unconditionally (a) submits to the sole and exclusive jurisdiction of the Delaware Court of Chancery (or if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) in respect of the interpretation and enforcement of the provisions of this letter agreement and of the documents referred to in this letter agreement, and in respect of the transactions contemplated hereby, (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from any such court, and agrees not to plead or claim any objection to the laying of venue in any such court or that any judicial proceeding in any such court has been brought in an inconvenient forum, (c) agrees that it will not bring any action relating to this letter agreement or any of the transactions contemplated by this letter agreement in any court other than the Court of Chancery of the State of Delaware and any federal court located in the State of Delaware, or, if neither of such courts has subject matter jurisdiction, any state court of the State of Delaware having subject matter jurisdiction, and (d) consents to service of process being made through the notice procedures set forth in Section 14.

Enforcement; Consent to Jurisdiction. The parties hereto agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this letter agreement Agreement to be performed by the Company or any of its subsidiaries were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that prior to the parties hereto valid and effective termination of this Agreement in accordance with Section 7.01 Zac shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this letter agreement Agreement and to enforce specifically the terms and provisions of this letter agreement Agreement exclusively in the Delaware Court of Chancery (or if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) or, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any federal court located sitting in the State of Delaware without proof Washington. The parties agree that a breach of actual damages or otherwise (Zac’s covenants contained in Section 5.07 will cause irreparable damage to the Company, that the Company has no adequate remedy at law in respect of such breach and, as a consequence, that the covenants contained in Section 5.07 shall be specifically enforceable against Zac and each party hereto Zac hereby waives and agrees not to assert any requirement defenses against an action for specific performance of such covenants. The parties acknowledge and agree that other than as provided in the securing preceding sentence, neither the Company nor any of its subsidiaries shall be entitled to an injunction or posting injunctions to prevent breaches of any bond in connection this Agreement or to enforce specifically the terms and provisions of this Agreement and their sole and exclusive remedy with such remedy), this being in addition respect to any other remedy to which they are entitled at law or such breach shall be the monetary damages set forth in equitySection 5.05(d). Each of the parties hereto hereby irrevocably and unconditionally (a) submits irrevocably consents to submit itself to the sole and exclusive personal jurisdiction of the Delaware Court of Chancery (or if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within sitting in the State of Delaware) Washington in respect of the interpretation and enforcement of the provisions event any dispute arises out of this letter agreement and of the documents referred to in this letter agreement, and in respect of Agreement or the transactions contemplated herebyby this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, court and agrees not to plead or claim any objection to the laying of venue in any such court or that any judicial proceeding in any such court has been brought in an inconvenient forum, (c) agrees that it will not bring any action relating to this letter agreement Agreement or any of the transactions contemplated by this letter agreement Agreement in any court other than the Court of Chancery of the State of Delaware and any state or federal court located sitting in the State of DelawareWashington. Any judgment from any such court described above may, orhowever, if neither of such courts has subject matter be enforced by any party in any other court in any other jurisdiction, any state court of the State of Delaware having subject matter jurisdiction, and (d) consents to service of process being made through the notice procedures set forth in Section 14.”

Enforcement; Consent to Jurisdiction. The parties hereto agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this letter agreement Agreement to be performed by any party hereof were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that prior to the valid and effective termination of this Agreement in accordance with Section 8.01 the parties hereto shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this letter agreement Agreement and to enforce specifically the terms and provisions of this letter agreement Agreement exclusively in the Delaware Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or or, if the Delaware U.S. Federal District Court of Chancery declines to accept has exclusive jurisdiction over a particular matter, any state or federal court within the State District of Delaware) or, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any federal court located in the State of Delaware without proof of actual damages or otherwise (and each party hereto hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. Each of the parties hereto hereby irrevocably and unconditionally (a) submits irrevocably consents to submit itself to the sole and exclusive personal jurisdiction of the Delaware Court of Chancery (of the State of Delaware or if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State District of Delaware) Delaware in respect of the interpretation and enforcement of the provisions event any dispute arises out of this letter agreement and of the documents referred to in this letter agreement, and in respect of Agreement or the transactions contemplated herebyby this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, court and agrees not to plead or claim any objection to the laying of venue in any such court or that any judicial proceeding in any such court has been brought in an inconvenient forum, (c) agrees that it will not bring any action relating to this letter agreement Agreement or any of the transactions contemplated by this letter agreement Agreement in any court other than the Court of Chancery of the State of Delaware and or any federal court located in within the State District of Delaware. Any judgment from any such court described above may, orhowever, if neither of such courts has subject matter be enforced by any party in any other court in any other jurisdiction, any state court of the State of Delaware having subject matter jurisdiction, and (d) . Each party irrevocably consents to the service of process being made through outside the notice procedures set forth territorial jurisdiction of the courts referred to in this Section 149.10 in any such action or proceeding by mailing copies thereof by registered United States mail, postage prepaid, return receipt requested, to its address as specified in or pursuant to Section 9.02 of this Agreement. However, the foregoing shall not limit the right of a party to effect service of process on the other party by any other legally available method.

Enforcement; Consent to Jurisdiction. (a) The parties hereto Parties agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this letter agreement Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties hereto Parties shall be entitled to seek an injunction or injunctions or other appropriate equitable relief to prevent breaches or threatened breaches of this letter agreement Agreement and to enforce specifically the terms and provisions of this letter agreement Agreement in the Delaware Court of Chancery (or if the Delaware Court of Chancery declines to accept unless such court shall lack subject matter jurisdiction over a particular mattersuch action, in which case, in any state or federal court within the State of Delaware) or, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any federal court located in the State of Delaware without proof of actual damages or otherwise (and each party hereto hereby waives any requirement for the securing or posting of any bond in connection with such remedyDelaware), this being in addition to any other remedy to which they are entitled at law or in equity. , and the Parties hereby waive in any such proceeding the defense of adequacy of a remedy at law and any requirement for the securing or posting of any bond or any other security related to such equitable relief. (b) Each of the parties hereto hereby Party irrevocably and unconditionally (a) submits to the sole and exclusive jurisdiction of the Delaware Court of Chancery (Chancery, or if such court is unavailable, any state or federal courts located in Delaware, for the purposes of any suit, action or other proceeding arising out of this Agreement or the transactions contemplated hereby. Each Party hereby agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the Delaware Court of Chancery declines to accept (unless such court shall lack subject matter jurisdiction over a particular mattersuch action, in which case, in any state or federal court within located in Delaware). Each Party hereby waives formal service of process and agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth above shall be effective service of process for any action, suit or proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction in this Section 11.6. Each Party irrevocably and unconditionally waives any objection to the State laying of Delaware) in respect venue of the interpretation and enforcement of the provisions any action, suit or proceeding arising out of this letter agreement and of the documents referred to in this letter agreement, and in respect of Agreement or the transactions contemplated hereby, (b) agrees that it will not attempt to deny or defeat hereby in such jurisdiction by motion or other request for leave from any such court, courts and hereby and thereby further irrevocably and unconditionally waives and agrees not to plead or claim any objection to the laying of venue in any such court or that any judicial such action, suit or proceeding brought in any such court has been brought in an inconvenient forum, . (c) Notwithstanding the foregoing, each of the Parties agrees that it will not bring or support any action action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Source in any way relating to this letter agreement Agreement or any of the transactions contemplated by this letter agreement hereby, including but not limited to any dispute arising out of or relating in any court way to the Commitment Letter or the performance thereof, in any forum other than the Supreme Court of Chancery of the State of Delaware and any federal court located in the State New York, County of DelawareNew York, or, if neither under applicable Law exclusive jurisdiction is vested in the Federal courts, the United States District Court for the Southern District of such New York (and appellate courts has subject matter jurisdiction, any state court of the State of Delaware having subject matter jurisdiction, and thereof). (d) consents Notwithstanding any other provision of this Agreement or any Transaction Document to service the contrary, in the event that, prior to the Coniston Closing or, if the Coniston Closing does not occur, at any time after the date hereof (i) there is any action or determination to be made by Arsenal hereunder that would require approval of process being the Arsenal Board of Directors or any committee thereof, (ii) there is any action, suit, proceeding, litigation or arbitration between Arsenal and Manchester or (iii) there is any disputed claim or demand (including any claim or demand relating to enforcing any remedy under this Agreement or any Transaction Document) by Arsenal against Manchester, or by Manchester against Arsenal, all actions or determinations of Arsenal prior to the Coniston Closing or, if the Coniston Closing does not occur, at any time after the date hereof or any determinations of Arsenal relating to any such action, suit, proceeding, litigation, arbitration, claim or demand (including all determinations by Arsenal whether to institute, compromise or settle any such action, suit, proceeding, litigation, arbitration, claim or demand and all determinations by Arsenal relating to the prosecution or defense thereof), shall be made through and approved by the notice procedures set forth in Section 14Audit Committee of the Arsenal Board of Directors.

Enforcement; Consent to Jurisdiction. The parties hereto agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this letter agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this letter agreement and to enforce specifically the terms and provisions of this letter agreement in the Delaware Court of Chancery (or if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) or, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any federal court located in the State of Delaware without proof of actual damages or otherwise (and each party hereto hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. Each of the parties hereto hereby irrevocably and unconditionally (a) submits submit to the sole and exclusive jurisdiction of the Delaware Court of Chancery or, in the event (or if but only in the Delaware Court of Chancery declines to accept event) that such court does not have subject matter jurisdiction over a particular mattersuch action or proceeding, any state or federal court within in the State United States District Court for the District of Delaware) Delaware in respect of the interpretation and enforcement of the provisions of this letter agreement and of the documents referred to in this letter agreement, and in respect of the transactions contemplated hereby, (b) agrees and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it will is not attempt to deny subject thereto or defeat that such jurisdiction by motion action, suit or other request for leave from any such courtproceeding may not be brought or is not maintainable in the Delaware Court of Chancery, and agrees not to plead or claim any objection to in the laying of venue event (but only in any the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that any judicial proceeding in any such court has been brought in an inconvenient forum, (c) agrees that it will not bring any action relating to this letter agreement or any of such document may not be enforced in or by such courts, and the transactions contemplated by this letter agreement parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in any court other than the Delaware Court of Chancery of the State of Delaware and any federal court located Chancery, or in the State event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, or, if neither jurisdiction over the person of such courts has parties and, to the extent permitted by Law, over the subject matter jurisdiction, any state court of the State of Delaware having subject matter jurisdiction, such dispute and (d) consents to service agree that mailing of process being made through or other papers in connection with any such action or proceeding in the notice procedures set forth manner provided in Section 1413 or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Enforcement; Consent to Jurisdiction. The parties hereto agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this letter agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this letter agreement and to enforce specifically the terms and provisions of this letter agreement in the Delaware Court of Chancery (or if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) or, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any federal court located in the State of Delaware without proof of actual damages or otherwise (and each party hereto hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. Each of the parties hereto hereby irrevocably and unconditionally (a) submits submit to the sole and exclusive jurisdiction of the Delaware Court of Chancery or, in the event (or if but only in the Delaware Court of Chancery declines to accept event) that such court does not have subject matter jurisdiction over a particular mattersuch action or proceeding, any state or federal court within in the State United States District Court for the District of Delaware) Delaware in respect of the interpretation and enforcement of the provisions of this letter agreement and of the documents referred to in this letter agreement, and in respect of the transactions contemplated hereby, (b) agrees and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it will is not attempt to deny subject thereto or defeat that such jurisdiction by motion action, suit or other request for leave from any such courtproceeding may not be brought or is not maintainable in the Delaware Court of Chancery, and agrees not to plead or claim any objection to in the laying of venue event (but only in any the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that any judicial proceeding in any such court has been brought in an inconvenient forum, (c) agrees that it will not bring any action relating to this letter agreement or any of such document may not be enforced in or by such courts, and the transactions contemplated by this letter agreement parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in any court other than the Delaware Court of Chancery of the State of Delaware and any federal court located Chancery, or in the State event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, or, if neither jurisdiction over the person of such courts has parties and, to the extent permitted by Law, over the subject matter jurisdiction, any state court of the State of Delaware having subject matter jurisdiction, such dispute and (d) consents to service agree that mailing of process being made through or other papers in connection with any such action or proceeding in the notice procedures set forth manner provided in Section 1412 or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Enforcement; Consent to Jurisdiction. The parties hereto agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this letter agreement Agreement to be performed by the Company or any of its Subsidiaries were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that prior to the parties hereto valid and effective termination of this Agreement in accordance with Section 7.01 Parent and Sub shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this letter agreement Agreement and to enforce specifically the terms and provisions of this letter agreement Agreement exclusively in the Delaware Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or or, if the Delaware U.S. Federal District Court of Chancery declines to accept has exclusive jurisdiction over a particular matter, any state or federal court within the State District of Delaware) or, if under applicable Law ). The parties acknowledge and agree that neither the Company nor any of its Subsidiaries shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the terms and provisions of this Agreement and their sole and exclusive jurisdiction over such matter is vested in the federal courts, any federal court located in the State of Delaware without proof of actual damages or otherwise (and each party hereto hereby waives any requirement for the securing or posting of any bond in connection remedy with such remedy), this being in addition respect to any other remedy to which they are entitled at law or such breach shall be the monetary damages set forth in equitySection 5.05(d). Each of the parties hereto hereby irrevocably and unconditionally (a) submits irrevocably consents to submit itself to the sole and exclusive personal jurisdiction of the Delaware Court of Chancery (of the State of Delaware or if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State District of Delaware) Delaware in respect of the interpretation and enforcement of the provisions event any dispute arises out of this letter agreement and of the documents referred to in this letter agreement, and in respect of Agreement or the transactions contemplated herebyby this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, court and agrees not to plead or claim any objection to the laying of venue in any such court or that any judicial proceeding in any such court has been brought in an inconvenient forum, (c) agrees that it will not bring any action relating to this letter agreement Agreement or any of the transactions contemplated by this letter agreement Agreement in any court other than the Court of Chancery of the State of Delaware and or any federal court located in within the State District of Delaware. Any judgment from any such court described above may, orhowever, if neither of such courts has subject matter be enforced by any party in any other court in any other jurisdiction, any state court of the State of Delaware having subject matter jurisdiction, and (d) . Each party irrevocably consents to the service of process being made through outside the notice procedures set forth territorial jurisdiction of the courts referred to in this Section 148.10 in any such action or proceeding by mailing copies thereof by registered United States mail, postage prepaid, return receipt requested, to its address as specified in or pursuant to Section 8.02 of this Agreement. However, the foregoing shall not limit the right of a party to effect service of process on the other party by any other legally available method.

Enforcement; Consent to Jurisdiction. The parties hereto agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this letter agreement Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this letter agreement Agreement and to enforce specifically the terms and provisions of this letter agreement Agreement in the any Delaware Court of Chancery (state court or if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) or, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any federal Federal court located in the State of Delaware without proof of actual damages or otherwise (and each party hereto hereby waives any requirement for the securing or posting of any bond in connection with such remedy)Delaware, this being in addition to any other remedy to which they are entitled at law or in equity. Each In addition, each of the parties hereto hereby irrevocably and unconditionally (a) submits consents to submit itself to the sole and exclusive personal jurisdiction of the any Delaware Court of Chancery (state court or if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal Federal court within located in the State of Delaware) Delaware in respect of the interpretation and enforcement of the provisions event any dispute arises out of this letter agreement and of the documents referred to in this letter agreement, and in respect Agreement or any of the transactions contemplated herebyby this Agreement, (b) agrees that it will shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it shall not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than a Delaware state court or a Federal court located in the State of Delaware, (d) waives any right to trial by jury with respect to any action relating to this Agreement or any of the transactions contemplated by this Agreement in any Delaware state court or any Federal court located in the State of Delaware and (e) hereby unconditionally waives and agrees not to plead or claim any objection to the laying of venue in any such court or that any judicial proceeding such action brought in any such court has been brought in an inconvenient forum. Parent hereby irrevocably appoints CT Corporation, (c) agrees that 111 Eighth Avenue, New York, New York 10011 as its agent for service ox xxxxxxx xx xxxxxxxxxx xxxx xxx xxxxxx xxxught against it will not bring any action relating to this letter agreement or any of Agreement and the transactions contemplated by this letter agreement in any court other than the Court of Chancery of the State of Delaware and any federal court located in the State of Delaware, or, if neither of such courts has subject matter jurisdiction, any state court of the State of Delaware having subject matter jurisdiction, and (d) consents to service of process being made through the notice procedures set forth in Section 14Stockholders Agreement.

Enforcement; Consent to Jurisdiction. The parties hereto agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this letter agreement Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this letter agreement Agreement and to enforce specifically the terms and provisions of this letter agreement Agreement in the any Delaware Court of Chancery (state court or if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) or, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any federal Federal court located in the State of Delaware without proof of actual damages or otherwise (and each party hereto hereby waives any requirement for the securing or posting of any bond in connection with such remedy)Delaware, this being in addition to any other remedy to which they are entitled at law or in equity. Each In addition, each of the parties hereto hereby irrevocably and unconditionally (a) submits consents to submit itself to the sole and exclusive personal jurisdiction of the any Delaware Court of Chancery (state court or if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal Federal court within located in the State of Delaware) Delaware in respect of the interpretation and enforcement of the provisions event any dispute arises out of this letter agreement and of the documents referred to in this letter agreement, and in respect Agreement or any of the transactions contemplated herebyby this Agreement, (b) agrees that it will shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it shall not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than a Delaware state court or a Federal court located in the State of Delaware, (d) waives any right to trial by jury with respect to any action relating to this Agreement or any of the transactions contemplated by this Agreement in any Delaware state court or any Federal court located in the State of Delaware and (e) hereby unconditionally waives and agrees not to plead or claim any objection to the laying of venue in any such court or that any judicial proceeding such action brought in any such court has been brought in an inconvenient forum. Parent hereby irrevocably appoints CT Corporation, (c) agrees that it will not bring 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as its agent for service of process in connection with any action brought against it relating to this letter agreement or any of Agreement and the transactions contemplated by this letter agreement in any court other than the Court of Chancery of the State of Delaware and any federal court located in the State of Delaware, or, if neither of such courts has subject matter jurisdiction, any state court of the State of Delaware having subject matter jurisdiction, and (d) consents to service of process being made through the notice procedures set forth in Section 14Stockholders Agreement.

Enforcement; Consent to Jurisdiction. The parties hereto agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this letter agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this letter agreement and to enforce specifically the terms and provisions of this letter agreement in the Delaware Court of Chancery (or if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) or, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any federal court located in the State of Delaware without proof of actual damages or otherwise (and each party hereto hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. Each of the parties hereto hereby irrevocably and unconditionally (a) submits to the sole and exclusive jurisdiction of the Delaware Court of Chancery (or if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) in respect of the interpretation and enforcement of the provisions of this letter agreement and of the documents referred to in this letter agreement, and in respect of the transactions contemplated hereby, (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from any such court, and agrees not to plead or claim any objection to the laying of venue in any such court or that any judicial proceeding in any such court has been brought in an inconvenient forum, (c) agrees that it will not bring any action relating to this letter agreement or any of the transactions contemplated by this letter agreement in any court other than the Court of Chancery of the State of Delaware and any federal court located in the State of Delaware, or, if neither of such courts has subject matter jurisdiction, any state court of the State of Delaware having subject matter jurisdiction, and (d) consents to service of process being made through the notice procedures set forth in Section 1412.