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

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. In addition, each of the parties hereto (i) consents to submit itself, and hereby submits itself, to the personal jurisdiction of the Court of Chancery of the State of Delaware and the courts of the United States of America located in the State of New York in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal 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, and (iii) agrees that it will not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware or a court of the United States of America located in the State of New York. (b) Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or other proceeding arising out of this Agreement or the transactions contemplated hereby. Each party hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement, by, among other things, the mutual waiver and certifications in this Section 5.7.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless without regard to principles of conflict of laws. The Parties hereby declare that it is their intention that this Agreement shall be regarded as made under the laws that might otherwise govern under applicable principles of conflicts of laws thereof. In addition, each of the parties hereto (i) consents to submit itself, and hereby submits itself, to the personal jurisdiction of the Court of Chancery of the State of Delaware and that the courts laws of said State shall be applied in interpreting its provisions in all cases where legal interpretation shall be required. Each of the United States of America located in the State of New York in the event any dispute arises out of Parties: (i) agrees that this Agreement or the transactions contemplated by this Agreement, involves at least US $100,000.00; (ii) agrees that it will not attempt this Agreement has been entered into by the Parties in express reliance upon 6 Del. C. § 2708(a); (iii) irrevocably and unconditionally submits to deny the exclusive jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware with respect to all actions and proceedings arising out of or defeat such personal jurisdiction by motion or other request for leave from relating to this Agreement and the transactions contemplated hereby; (iv) agrees that all claims with respect to any such court, action or proceeding shall be heard and determined in such courts 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, and (iii) agrees that it will not bring commence any action or proceeding relating to this Agreement or the transactions contemplated by this Agreement hereby except in such courts; (v) irrevocably and unconditionally waives any court other than the Court of Chancery of the State of Delaware or a court of the United States of America located in the State of New York. (b) Each party hereto hereby waives, objection to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect laying of venue of any suit, action or other proceeding arising out of this Agreement or the transactions contemplated hereby. Each party hereto hereby and irrevocably and unconditionally waives the defense of an inconvenient forum; (ivi) certifies irrevocably acknowledges and agrees that no representative, agent or attorney it is a commercial business entity and is a separate entity distinct from its ultimate equity holder and/or the executive organs of the government of any other party has representedstate and is capable of suing and being sued; (vii) agrees that its entry into this constitutes, expressly or otherwiseand the exercise of its rights and performance of its obligations hereunder will constitute, private and commercial acts performed for private and commercial purposes that such party would not, shall not be deemed as being entered into in the event exercise of any action, suit or proceeding, seek to enforce the foregoing waiver public function; and (iiviii) acknowledges that agrees that, for the purpose of receiving service of process or other legal summons in connection with any such dispute, litigation, action or proceeding brought in such courts and agrees that, any such process or summons may be served on it and by mailing a copy of such process or summons by an internationally-recognized courier service to the other parties hereto have been induced address set forth next to enter into this Agreement, by, among other thingsits name in Schedule A or with respect to the Corporation, the mutual waiver address set forth in Section 11(b)(ii), with such service deemed effective on the fifth day after the date of such mailing; and certifications (ix) agrees that a final judgment in any such action or proceeding and from which no appeal can be made shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The Parties agree that any violation of this Section 5.711(m) shall constitute a material breach of this Agreement and shall constitute irreparable harm. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM, ACTION, PROCEEDING OR LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This To the maximum extent permitted by applicable Laws, the provisions of this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable without regard to principles of conflicts of laws thereof. In addition, each law. (b) Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (i) consents to submit itself, and hereby submits itself, subject to the personal jurisdiction of the Court of Chancery courts of the State of Delaware and the courts of the United States federal courts sitting in the State of America Delaware and (ii) subject to service of process in the State of Delaware. Each Party hereby irrevocably and unconditionally (A) consents and submits to the exclusive jurisdiction of any federal or state court located in the State of Delaware, including the Delaware Court of Chancery in and for New York in the event Castle County for any dispute arises actions, suits or proceedings arising out of this Agreement or the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal 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, and (iii) agrees that it will not bring any action relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts); (B) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any court other than the Delaware Court of Chancery of the State of Delaware or a court of the United States of America located that such litigation brought therein has been brought in the State of New York. any inconvenient forum; and (bC) Each acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereto hereby waives, to the fullest extent permitted by applicable law, irrevocably and unconditionally waives any right it such party may have to a trial by jury in respect of any suit, action litigation directly or other proceeding indirectly arising out of or relating to this Agreement or the transactions contemplated hereby. Each party hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into by this Agreement, by, among other things, the mutual waiver and certifications in this Section 5.7.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of without regard to the laws that might otherwise govern under applicable principles of conflicts of laws law thereof. In addition, each of the . (b) The parties hereto (i) consents hereby agree and consent to submit itself, and hereby submits itself, be subject to the personal exclusive jurisdiction of the Court of Chancery courts of the State of Delaware sitting in the County of New Castle and the courts of the United States of America located in District Court for the State of New York Delaware in the event any dispute arises suit, action or proceeding seeking enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal 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, and (iii) agrees that it will not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware or a court of the United States of America located in the State of New York. (b) Merger. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, (i) any right objection that it may now or hereafter have to a trial by jury in respect laying venue of any suit, action or other proceeding arising out of this Agreement or the transactions contemplated hereby. Each party hereto (i) certifies that no representativebrought in such courts, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges any claim that it and the other parties hereto have any suit, action or proceeding brought in such courts has been induced to enter into this Agreementbrought in an inconvenient forum. (c) EACH OF PARENT, byMERGER SUB AND THE COMPANY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, among other thingsPROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, the mutual waiver and certifications in this Section 5.7TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF PARENT, MERGER SUB OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This To the maximum extent permitted by applicable Laws, the provisions of this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable without regard to principles of conflicts of laws thereof. In addition, each law. (b) Each of the parties hereto Parties irrevocably and unconditionally confirms and agrees that it is and shall continue to be (i) consents to submit itself, and hereby submits itself, subject to the personal jurisdiction of the Court of Chancery courts of the State of Delaware and the courts of the United States federal courts sitting in the State of America Delaware and (ii) subject to service of process in the State of Delaware. Each Party hereby irrevocably and unconditionally (A) consents and submits to the exclusive jurisdiction of any federal or state court located in the State of Delaware, including the Delaware Court of Chancery in and for New York in the event Castle County for any dispute arises actions, suits or proceedings arising out of this Agreement or the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal 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, and (iii) agrees that it will not bring any action relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts); (B) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any court other than the Delaware Court of Chancery of the State of Delaware or a court of the United States of America located that such litigation brought therein has been brought in the State of New York. any inconvenient forum; and (bC) Each party hereto acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such Party hereby waives, to the fullest extent permitted by applicable law, irrevocably and unconditionally waives any right it such Party may have to a trial by jury in respect of any suit, action litigation directly or other proceeding indirectly arising out of or relating to this Agreement or the transactions contemplated hereby. Each party hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into by this Agreement, by, among other things, the mutual waiver and certifications in this Section 5.7.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. In addition, each of the parties hereto (ia) consents to submit itself, and hereby submits itself, to the personal jurisdiction of the Court of Chancery of the State of Delaware and the courts of the United States of America located in the State of New York Delaware in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (iib) agrees that it will not attempt to deny or defeat such personal 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, and (iiic) agrees that it will not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware or a court of the United States of America located in the State of New YorkDelaware. (b) Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or other proceeding arising out of this Agreement or the transactions contemplated hereby. Each party hereto (ia) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit or proceeding, seek to enforce the foregoing waiver and (iib) acknowledges that it and the other parties hereto have been induced to enter into this Agreement, by, among other things, the mutual waiver and certifications in this Section 5.75.8.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and the legal relations between the Parties shall be governed by and construed in accordance with the laws of the State of Delaware, regardless New York applicable to Contracts made and performed in such State and without regard to conflicts of law doctrines. Each of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. In addition, each of the parties Parties hereto (i) consents to submit itself, and hereby submits itself, itself to the personal jurisdiction of the Court of Chancery of the State of Delaware and the courts of the United States of America any Federal court located in the State of New York or any New York state court in the event connection with any dispute that arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal 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, and (iii) agrees that it will not bring any action relating to this Agreement or any other agreement contemplated hereby or any of the transactions contemplated by this Agreement hereby or thereby in any court other than the Court of Chancery of the State of Delaware or a Federal court of the United States of America located sitting in the State of New YorkYork or a New York state court. (b) Each party hereto Party hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of to any suit, action litigation directly or other proceeding indirectly arising out of of, under or in connection with this Agreement or the transactions any transaction contemplated hereby. Each party hereto Party (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of any action, suit or proceedinglitigation, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement, agreement by, among other things, the mutual waiver waivers and certifications in this Section 5.711.5(b).

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by by, and construed in accordance with with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. In addition, each of the parties hereto (i) consents to submit itself, and hereby submits itself, to the personal jurisdiction of the Court of Chancery of the State of Delaware and the courts of the United States of America located in the State of New York applicable to contracts executed in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreementand to be performed in that State. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such courtALL ACTIONS AND PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE HEARD AND DETERMINED IN A NEW YORK STATE OR FEDERAL COURT SITTING IN THE CITY OF NEW YORK, 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, and (iii) agrees that it will not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware or a court of the United States of America located in the State of New YorkAND THE PARTIES HERETO HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF SUCH COURTS IN ANY SUCH ACTION OR PROCEEDING AND IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF ANY SUCH ACTION OR PROCEEDING. (b) Each party of the parties hereto hereby waives, waives to the fullest extent permitted by applicable law, Law any right it may have to a trial by jury in with respect of to any suit, action litigation directly or other proceeding indirectly arising out of of, under or in connection with this Agreement Agreement, the Merger or the transactions contemplated hereby. Each party of the parties hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of any action, suit or proceedinglitigation, seek to enforce the that foregoing waiver and (ii) acknowledges that it and the parties other parties hereto have been induced to enter into this Agreement, the Merger and the transactions contemplated hereby, as applicable, by, among other things, the mutual waiver waivers and certifications in this Section 5.79.12.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAW PROVISION WHICH WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. (a) This Agreement shall be governed by By its execution and construed in accordance with the laws delivery of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. In additionthis Agreement, each of the parties Parties hereto (i) consents irrevocably and unconditionally agrees for itself that any legal action, suit, or proceeding against it with respect to submit itselfany matter under or arising out of or in connection with this Agreement or for recognition or enforcement of any judgment rendered in any such action, and hereby submits itselfsuit, or proceeding, shall be brought, to the personal extent possible, in either the United States District Court for the Southern District of New York or any New York State Court sitting in New York City or following the Petition Date, the Bankruptcy Court (the “Chosen Courts”). By execution and delivery of this Agreement, each of the Parties irrevocably accepts and submits itself to the exclusive jurisdiction of the Court of Chancery Chosen Courts, generally and unconditionally, with respect to any such action, suit, or proceeding, and waives any objection it may have to venue or the convenience of the State of Delaware and the courts of the United States of America located in the State of New York in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal 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, and (iii) agrees that it will not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware or a court of the United States of America located in the State of New York. (b) Each party hereto Party hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or other legal proceeding arising out of of, or relating to, this Agreement or the transactions contemplated herebyhereby (whether based on contract, tort, or any other theory). Each party hereto Party (i) certifies that no representative, agent agent, or attorney of any other party Party has represented, expressly or otherwise, that such party other Party would not, in the event of any action, suit or proceedinglitigation, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto Parties have been induced to enter into this Agreement, Agreement by, among other things, the mutual waiver waivers and certifications in this Section 5.719.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of DelawareTHIS AGREEMENT WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. In additionINCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW, each of the parties hereto (i) consents to submit itselfWITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS AND THE OBLIGATIONS, and hereby submits itselfRIGHTS, to the personal jurisdiction of the Court of Chancery of the State of Delaware and the courts of the United States of America located in the State of New York in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal 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, and (iii) agrees that it will not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware or a court of the United States of America located in the State of New YorkAND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each party hereto hereby waivesconsents and agrees that the State or federal courts located in the Borough of Manhattan in New York City shall have exclusive jurisdiction to hear and determine any claims or disputes between them pertaining to this Indenture or to any matter arising out of or relating to this Indenture; provided, to the fullest extent permitted by applicable law, that each party hereto acknowledges that any right it appeals from those courts may have to be heard by a trial by jury court located outside of the Borough of Manhattan in respect New York City; provided, further, that nothing in this Indenture shall be deemed or operate to preclude the Indenture Trustee from bringing suit or taking other legal action in any other jurisdiction to realize on the Receivables or any security for the obligations of any suit, action the Issuer arising hereunder or to enforce a judgment or other proceeding arising out court order in favor of this Agreement or the transactions contemplated herebyIndenture Trustee. Each party hereto (i) certifies that no representativesubmits and consents in advance to such jurisdiction in any action or suit commenced in any such court, agent or attorney of and each party hereto hereby waives any other party has represented, expressly or otherwise, objection that such party would notmay have based upon lack of personal jurisdiction, in the event of any action, suit improper venue or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement, by, among other things, the mutual waiver and certifications in this Section 5.7.forum non conveniens and

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) Governing Law(a) . This Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. In addition, each of the parties hereto (i) consents to submit itself, and hereby submits itself, to the personal jurisdiction of the Court of Chancery of the State of Delaware and the courts of the United States of America located in the State of New York in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal 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, and (iii) agrees that it will not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware or a court of the United States of America located in the State of New York. (b) Consent to Jurisdiction(b) . Each party of the Parties hereto hereby waivesconsents to the exclusive jurisdiction of any state or federal court located within the State of New York and irrevocably agrees that all actions or proceedings relating to this Agreement shall be litigated in such courts. Each of the Parties hereto accepts for itself and in connection with its respective properties, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens, and irrevocably agrees to be bound by any final and nonappealable judgment rendered thereby in connection with this Agreement. Each of the Parties hereto further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof via overnight courier, to such Party at the fullest extent address specified in this Agreement, such service to become effective fourteen calendar days after such mailing. Nothing herein shall in any way be deemed to limit the ability of any Party hereto to serve any such legal process, summons, notices and documents in any other manner permitted by applicable lawlaw or to obtain jurisdiction over or to bring actions, any right it may have to a trial by jury in respect of any suit, action suits or other proceeding arising out of this Agreement or the transactions contemplated hereby. Each party hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and proceedings against the other parties Party hereto have been induced to enter into this Agreementin such other jurisdictions, byand in such manner, among other things, the mutual waiver and certifications in this Section 5.7as may be permitted by any applicable law.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of DelawareDelaware for contracts made and to be fully performed in such state, regardless without giving effect to any choice-of-law rules that would require the application of the laws that might otherwise govern under applicable principles of conflicts of laws thereofanother jurisdiction. In addition, each Each of the parties hereto (i) consents to submit itself, and hereby submits itself, to the personal jurisdiction of the Court of Chancery of the State of Delaware and the courts of the United States of America located in the State of New York in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such courtirrevocably waives, and agrees not to plead assert, by way of motion, as a defense, counterclaim or otherwise, in any Legal Proceeding with respect to this Agreement, (a) any claim any objection that it is not personally subject to the laying jurisdiction of venue the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable law, that (i) the Legal Proceeding in any such court or that any judicial proceeding in any such court has been is brought in an inconvenient forum, and (ii) the venue of such Legal Proceeding is improper or (iii) agrees that it will not bring any action relating to this Agreement Agreement, or the transactions contemplated subject matter hereof, may not be enforced in or by this Agreement in any court other than the Court of Chancery of the State of Delaware or a court of the United States of America located in the State of New Yorksuch courts. (b) Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or other proceeding Legal Proceeding arising out of or relating to this Agreement or the transactions contemplated herebyAgreement. Each party hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit or proceedingLegal Proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement, by, among other things, the mutual waiver and certifications in this Section 5.79.8.