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

Governing Law; Exclusive Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state or federal courts sitting in the City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Exclusive Jurisdiction; Waiver of Jury Trial. All questions concerning (a) The law, including the constructionstatutes of limitation, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New YorkDelaware shall govern this Agreement, the interpretation and enforcement of its terms and any claim or cause of action (in law or equity), controversy or dispute arising out of or related to it or its negotiation, execution or performance, whether based on contract, tort, statutory or other law, in each case without giving effect to any choice of conflicts-of-law or conflict other principle requiring the application of the law provision of any other jurisdiction. (b) Each of the Parties irrevocably agrees that any legal action or rule (whether proceeding arising out of or relating to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by any other Party or its successors or assigns may be brought and determined by the Court of Chancery of the State of Delaware or if jurisdiction is not proper in such court, in Superior Court seated in New York or any other jurisdictions) that would cause the application Castle County Delaware, and each of the laws of any jurisdictions other than the State of New York. Each party Parties hereby irrevocably submits to the exclusive jurisdiction of the state aforesaid court for itself and with respect to its property, generally and unconditionally, with regard to any such action or federal courts sitting in proceeding arising out of or relating to this Agreement and the City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction transactions contemplated hereby (and agrees not to commence any action, suit or discussed herein, and proceeding relating thereto except in such courts). Each of the Parties further agrees to accept service of process in any manner permitted by such court. Each of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim or otherwise, in any suit, action or proceeding, proceeding arising out of or relating to this Agreement or the transactions contemplated hereby: (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure lawfully to serve process, (ii) that it or its property is exempt or immune from jurisdiction of any such courtcourt or from any legal process commenced in such court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by Law, that such (A) the suit, action or proceeding in any such court is brought in an inconvenient forum or that forum, (B) the venue of such suit, action or proceeding is improper. Each of improper or (C) this Agreement, or the parties hereby waives any objection to subject matter hereof, may not be enforced in or by such exclusive jurisdiction and that such courts represent an inconvenient forum. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. courts. (c) EACH PARTY OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY RIGHT IT MAY HAVEACTION, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER PROCEEDING OR IN CONNECTION HEREWITH OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Exclusive Jurisdiction; Waiver of Jury Trial. All questions concerning the construction(a) This Agreement (and all claims, validity, enforcement controversies and interpretation cause of action relating to or otherwise arising in connection with this Agreement and the transactions contemplated hereby) shall be construed and enforced in accordance with, and the rights of the Parties shall be governed by by, the internal laws Applicable Laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) provisions that would cause the application of the laws Applicable Laws of any jurisdictions jurisdiction other than the State of New York. . (b) Each party hereby irrevocably submits to the exclusive jurisdiction of the Parties irrevocably agrees that any and all suits, legal actions or proceedings arising out of or relating to this Agreement brought by any Party or its successors or assigns shall be brought and determined in any federal or state or federal courts sitting court in the Borough of Manhattan, the City of New York, Borough and each of Manhattanthe Parties hereby irrevocably submits to and accepts the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, for generally and unconditionally, with regard to any such proceeding arising out of or relating to this Agreement or the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinRefinancing, and hereby irrevocably waives, and agrees not to assert waives any objection or defense it may now or hereafter have based on inconvenient forum in any suit, action such actions or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improperproceedings. Each of the parties hereby waives Parties agrees not to commence any objection to such exclusive jurisdiction and that such proceeding relating hereto or thereto except in the courts represent an inconvenient forum. Each party hereby irrevocably waives personal service of process and consents to process being served described above in New York, other than proceedings in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit court in any way any right to serve process in any manner permitted by law. New York as described herein. (c) EACH PARTY HEREBY IRREVOCABLY WAIVES WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE, AND AGREES NOT HAVE TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF IN ANY DISPUTE HEREUNDER LEGAL PROCEEDING DIRECTLY OR IN CONNECTION HEREWITH OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY TRANSACTION CONTEMPLATED HEREBYOTHER THEORY). EACH PARTY ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 8.06.

Governing Law; Exclusive Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this (a) This Agreement shall be governed by by, and construed in accordance with, the internal laws Laws of the State of New York, without giving effect regard to any choice applicable principles of conflicts of law that might require the application of the Laws of any other jurisdiction. (b) In any action or conflict proceeding between any of law provision the Parties arising out of or rule relating to this Agreement, each of the Parties: (whether i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Supreme Court of the State of New York, County of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of extent such court does not have subject matter jurisdiction, the state or federal courts sitting in United States District Court for the City Southern District of New York, Borough (ii) agrees that all claims in respect of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought shall be heard and determined exclusively in accordance with clause (i) of this Section 5.1, (iii) waives any objection to laying venue in any such action or proceeding in such courts, (iv) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Party and (v) agrees that the venue service of process upon such suit, Party in any such action or proceeding shall be effective if such process is impropergiven as a notice in accordance with Section 6.2 of this Agreement. EACH OF THE PARTIES IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BETWEEN THE PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT. (c) The 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 Agreement were not performed in accordance with their specific terms or were otherwise breached. Each Party accordingly agrees that, in the event of any breach or threatened breach by any other Party of any covenant or obligation contained in this Agreement, the parties hereby waives non-breaching Party shall be entitled (in addition to any objection to such exclusive jurisdiction and other remedy that such courts represent an inconvenient forum. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices may be available to it whether in Law or equity, including monetary damages) to seek (i) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation and (ii) an injunction restraining such breach or threatened breach. In circumstances where a Party is obligated to take action under this Agreement and such Party fails to take such action each of the Parties expressly acknowledges and agrees that the other Party shall have suffered irreparable harm, that monetary damages will be inadequate to compensate such service shall constitute good other Party, and sufficient service of process and notice thereof. Nothing contained herein that such other Party shall be deemed entitled to limit enforce specifically the breaching Party’s obligations under this Agreement. Each Party accordingly agrees not to raise any objection to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of such Party under this Agreement all in accordance with the terms of this Section 5.1(c). Each Party further agrees that no other Party and no other Person shall be required to obtain, furnish, or post any way bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 5.1(c), and each Party irrevocably waives any right it may have to serve process in require the obtaining, furnishing or posting of any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYsuch bond or similar instrument.

Governing Law; Exclusive Jurisdiction; Waiver of Jury Trial. All questions concerning (a) This Agreement and any claim, cause of action (in law or equity), controversy or dispute arising out of or related to this Agreement, any of the constructionTransactions, validitythe relationship of the Parties, and/or the interpretation, performance and enforcement of the rights and interpretation duties of this Agreement the Parties, whether arising in contract, tort, statutory or otherwise, shall be governed by by, and construed in accordance with, the internal laws of the State of New YorkDelaware (including in respect of the statute of limitations or other limitations period applicable to any such claim, controversy or dispute), in each case without giving effect to any choice of conflicts-of-law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) principle that would cause might require the application of the laws of any jurisdictions other than jurisdiction. (b) Each of the Parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by any other Party or its successors or assigns may be brought and determined by the Court of Chancery of the State of Delaware or if jurisdiction is not proper in such court, in Superior Court seated in New York. Each party Castle County Delaware, or if jurisdiction is not proper in such court, a federal court sitting in Wilmington, Delaware (and in each case, any appellate courts thereof) and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the state aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or federal courts sitting in proceeding arising out of or relating to this Agreement and the City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction transactions contemplated hereby (and agrees not to commence any action, suit or discussed herein, and proceeding relating thereto except in such courts). Each of the Parties further agrees to accept service of process in any manner permitted by such court. Each of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim or otherwise, in any suit, action or proceedingproceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure lawfully to serve process, (ii) that it or its property is exempt or immune from jurisdiction of any such courtcourt or from any legal process commenced in such court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by Law, that such (A) the suit, action or proceeding in any such court is brought in an inconvenient forum or that forum, (B) the venue of such suit, action or proceeding is improper. Each of improper or (C) this Agreement, or the parties hereby waives any objection to subject matter hereof, may not be enforced in or by such exclusive jurisdiction and that such courts represent an inconvenient forum. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. courts. (c) EACH PARTY OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY RIGHT IT MAY HAVEACTION, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER PROCEEDING OR IN CONNECTION HEREWITH OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Exclusive Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this (a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect regard to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) laws principles thereof that would cause the application of the laws of any jurisdictions a jurisdiction other than the State of New York. . (b) Each party hereto hereby irrevocably submits consents to the non-exclusive jurisdiction of a federal court located within the state or federal courts sitting in the City county of New York, Borough State of ManhattanNew York, for (or if there shall not be federal jurisdiction in such court, a state court located within the adjudication county of any dispute hereunder New York, State of New York) and irrevocably agrees that all actions or proceedings relating to or arising out of this Agreement, or the Purchased Units may be tried and litigated in connection herewith or with any transaction contemplated such court. Each party hereto hereby or discussed herein, and hereby irrevocably waiveswaives to the extent not prohibited by applicable law, and agrees not to assert assert, by way of motion, as a defense or otherwise, in any such action, suit, action or proceeding, any claim that it is not subject personally subject to the jurisdiction of the above-named courts, that it is immune from extraterritorial injunctive relief or other injunctive relief, that its property is exempt or immune from attachment or execution, that any such courtaction, suit, or proceeding may not be brought or maintained in one of the above-named courts, that any such suitaction, action suit or proceeding is brought or maintained in an inconvenient one of the above-named courts should be dismissed on the grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, or that this agreement or the venue subject matter hereof may not be enforced in or by any of such suit, action or proceeding is improperthe above-named courts. Each of the parties hereto hereby waives any objection consents to such exclusive jurisdiction and that such courts represent an inconvenient forum. Each party hereby irrevocably waives personal service of process and consents to process being served in any such action, suit, action or proceeding in any manner permitted by mailing a copy thereof the laws of the State of New York, agrees that service of process by registered or certified mail, return receipt requested, to such party the persons and at the address for such notices addresses set forth in Section 7.4 above, is reasonably calculated to it under this Agreement give actual notice, and waives and agrees not to assert by way of motion, as a defense or otherwise, in any such action, suit or proceeding any claim that such service shall of process does not constitute good and sufficient service of process process. (c) Each party hereto hereby waives its rights to a jury trial of any claim or cause of action based upon or arising out of this Agreement or the subject matter hereof. The scope of this waiver is intended to be all-encompassing of any and notice thereof. Nothing contained herein shall all disputes that may be deemed to limit filed in any way any right court and that relate to serve process in any manner permitted by lawthe subject matter of this transaction, including, without limitation, contract claims, tort claims, breach of duty claims, and all other common law and statutory claims. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.This

Governing Law; Exclusive Jurisdiction; Waiver of Jury Trial. All questions concerning (a) This Agreement and the construction, validity, enforcement and interpretation of this Agreement legal relations between the Parties shall be governed by and construed in accordance with the internal laws Laws of the State of New YorkDelaware, USA without giving effect #93878383v22 regard to any choice principles of law or conflict conflicts of law provision or rule (whether of the State of New York or any other jurisdictions) Laws that would cause result in the application of the laws Laws of any jurisdictions other than the State of New York. Each party jurisdiction. (b) The Parties hereby irrevocably submits submit to the exclusive jurisdiction of the state or federal courts sitting of the State of Delaware located in Wilmington, Delaware and the City of New York, Borough of Manhattan, United States District Court for the adjudication District of Delaware, and appropriate appellate courts therefrom, over any dispute hereunder arising out of or relating to this Agreement or any of the transactions contemplated hereby, and each Party hereby irrevocably agrees that all Claims in connection herewith respect of such dispute, controversy, claim or Proceeding may be heard and determined in such courts and that no Party will bring suit or any Claim with respect to any transaction dispute arising out of this Agreement or any Transaction Document or the transactions contemplated hereby or discussed herein, and thereby in any court or jurisdiction other than the above-specified courts. The Parties hereby irrevocably waiveswaive, and to the fullest extent permitted by applicable Law, any objection that they may now or hereafter have to the laying of venue of any dispute, controversy or claim arising out of or relating to this Agreement or any of the transactions contemplated hereby brought in such court or any defense of inconvenient forum for the maintenance of such dispute, controversy or claim. Each Party agrees not to assert that a judgment in any suit, action such dispute may be enforced in other jurisdictions by suit on the judgment or proceeding, in any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. other manner provided by applicable Law. (c) Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Each party Parties hereby irrevocably waives personal service of process and consents all right to process being served trial by jury in any such suit, action Proceeding arising out of or proceeding by mailing a copy thereof relating to such party at the address for such notices to it under this Agreement or any other Transaction Document or any agreements contemplated hereby or thereby. The Parent, the Seller and agrees Buyer also waive any bond or surety or security upon such bond that such service shall constitute good might, but for this waiver, be required. The scope of this waiver is intended to be all encompassing of any and sufficient service of process and notice thereof. Nothing contained herein shall all disputes that may be deemed to limit filed in any way court and that relate to the subject matter of this transaction, including contract claims, tort claims, breach of duty claims and all other common law and statutory claims. This waiver is irrevocable, meaning that it may not be modified either orally or in writing, and the waiver shall apply to any right subsequent amendments, renewals, supplements or modifications to serve process in any manner permitted this Agreement. In the event of litigation, this Agreement may be filed as a written consent to a trial by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYthe court.

Governing Law; Exclusive Jurisdiction; Waiver of Jury Trial. All questions concerning (a) This Agreement and any claim, controversy or dispute arising out of or related to this Agreement, any of the constructiontransactions contemplated hereby, validitythe relationship of the parties, and/or the interpretation and enforcement of the rights and interpretation duties of this Agreement the parties, whether arising in contract, tort, equity or otherwise, shall be governed by by, and construed in accordance with, the internal laws Laws of the State of New YorkDelaware (including in respect of the statute of limitations or other limitations period applicable to any such claim controversy or dispute), without giving effect regard to any choice applicable principles of law conflicts of Law that might require the application of the Laws of any other jurisdiction. (b) Each of the parties irrevocably agrees that any legal action or conflict proceeding arising out of law provision or rule (whether relating to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by any other party or its successors or assigns may be brought and determined by the Chancery Court of the State of New York Delaware (or any other jurisdictions) that would cause if the application Chancery Court of the laws of any jurisdictions other than the State of New York. Each party Delaware does not have subject matter jurisdiction or declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), or by any court or Governmental Authority located in India, and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the state aforesaid court for itself and with respect to its property, generally and unconditionally, with regard to any such action or federal courts sitting in proceeding arising out of or relating to this Agreement and the City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction transactions contemplated hereby (and agrees not to commence any action, suit or discussed herein, and proceeding relating thereto except in such courts). Each of the parties further agrees to accept service of process in any manner permitted by such court. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim or otherwise, in any suit, action or proceedingproceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure lawfully to serve process, (ii) that it or its property is exempt or immune from jurisdiction of any such courtcourt or from any legal process commenced in such court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by Law, that such (A) the suit, action or proceeding in any such court is brought in an inconvenient forum or that forum, (B) the venue of such suit, action or proceeding is improperimproper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each In the event of litigation relating to this Agreement, the prevailing party in such litigation shall be entitled to reimbursement from the other party of the parties hereby waives any objection to such exclusive jurisdiction prevailing party’s reasonable legal fees and that such courts represent an inconvenient forum. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. expenses. (c) EACH PARTY OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY RIGHT IT MAY HAVEACTION, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER PROCEEDING OR IN CONNECTION HEREWITH OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Exclusive Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement (a) This Agreement and interpretation all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by and construed in accordance with the internal laws of the State of New YorkDelaware, without giving effect regard to the laws of any choice other jurisdiction that might be applied because of law or conflict the conflicts of law provision or rule (whether laws principles of the State of New York Delaware. (b) Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by any other jurisdictions) that would cause the application of the laws of party or its successors or assigns shall be brought and determined in any jurisdictions other than state or federal court located in the State of New York. Each party Delaware, and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the state aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or federal courts sitting in proceeding arising out of or relating to this Agreement and the City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction transactions contemplated hereby (and agrees not to commence any action, suit or discussed herein, and proceeding relating thereto except in such courts). Each party further agrees to accept service of process in any manner permitted by such courts. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim or otherwise, in any suit, action or proceedingproceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure lawfully to serve process, (b) that it or its property is exempt or immune from jurisdiction of any such courtcourt 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) that such (i) the suit, action or proceeding in any such court is brought in an inconvenient forum or that forum, (ii) the venue of such suit, action or proceeding is improper. Each of improper or (iii) this Agreement, or the parties hereby waives any objection to subject matter hereof, may not be enforced in or by such exclusive jurisdiction and that such courts represent an inconvenient forum. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawcourts. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF IN ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Exclusive Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, Delaware without giving effect reference to any choice of law or the conflict of law provision laws principles thereof. The Parties irrevocably agree that any legal action or rule (whether proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party hereto or its successors or assigns, shall be brought and determined exclusively in the Court of Chancery of the State of New York Delaware (or, if any such court declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) and any other jurisdictions) that would cause the application appellate court therefrom. Each of the laws Parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any jurisdictions action relating to this Agreement in any court other than the State of New Yorkaforesaid courts. Each party hereby irrevocably submits to the exclusive jurisdiction of the state or federal courts sitting in the City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and Parties hereto hereby irrevocably waives, and agrees not to assert in any suit, action or proceedingproceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such courtcourt or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable legal requirements, any claim that such (A) the suit, action or proceeding in such court is brought in an inconvenient forum or that forum, (B) the venue of such suit, action or proceeding is improper. Each of improper or (C) this Agreement, or the parties hereby waives any objection to subject matter hereof, may not be enforced in or by such exclusive jurisdiction and that such courts represent an inconvenient forum. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawcourts. EACH PARTY HEREBY OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY THE RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYBY JURY.

Governing Law; Exclusive Jurisdiction; Waiver of Jury Trial. All questions concerning (a) This Agreement and any claim, controversy or dispute arising out of or related to this Agreement, any of the constructiontransactions contemplated hereby, validitythe relationship of the Parties, and/or the interpretation and enforcement of the rights and interpretation duties of this Agreement the Parties, whether arising in contract, tort, equity or otherwise, shall be governed by by, and construed in accordance with, the internal laws of the State of New YorkDelaware (including in respect of the statute of limitations or other limitations period applicable to any such claim controversy or dispute), without giving effect regard to any choice applicable principles of conflicts of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause might require the application of the laws of any jurisdictions other than jurisdiction. Notwithstanding the foregoing, all disputes or controversies involving any Debt Financing Sources or any Debt Financing Sources Related Parties or arising out of or relating to any Debt Financing or the transactions contemplated thereby shall be governed by and construed in accordance with the Laws of the State of New York. York without regard to any conflicts or choice of law provisions of the State of New York that would result in the application of the Law of any other jurisdiction. (b) Each party of the Parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by any other Party or its successors or assigns may be brought and determined exclusively by the Court of Chancery of the State of Delaware or, if jurisdiction is not proper in such court, in Superior Court seated in New Castle County Delaware or in the United States District Court for the District of Delaware, and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the state aforesaid court for itself and with respect to its property, generally and unconditionally, with regard to any such action or federal courts sitting in proceeding arising out of or relating to this Agreement and the City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction transactions contemplated hereby (and agrees not to commence any action, suit or discussed herein, and proceeding relating thereto except in such courts). Each of the Parties further agrees to accept service of process in any manner permitted by such court. Each of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim or otherwise, in any suit, action or proceeding, proceeding arising out of or relating to this Agreement or the transactions contemplated hereby: (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure lawfully to serve process, (ii) that it or its property is exempt or immune from jurisdiction of any such courtcourt or from any legal process commenced in such court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by Law, that such (A) the suit, action or proceeding in any such court is brought in an inconvenient forum or that forum, (B) the venue of such suit, action or proceeding is improperimproper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, this Section 11.12(b), each of the parties hereby waives Parties to this Agreement agrees that he, she or it will not bring or support any objection claim in respect of any dispute arising out of or relating to such exclusive jurisdiction and that such courts represent an inconvenient forum. Each party hereby irrevocably waives personal service this Agreement or any of process and consents to process being served in the transactions contemplated hereby, or any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit related thereto, against any Debt Financing Source or Debt Financing Source Related Party in any way any right to serve process forum other than the Supreme Court of New York, County of New York or, if under applicable Law exclusive jurisdiction is vested in any manner permitted by law. the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof). (c) EACH PARTY OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY RIGHT IT MAY HAVELITIGATION, AND AGREES NOT ACTION, PROCEEDING, CROSS-CLAIM, OR COUNTERCLAIM IN ANY COURT (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, RELATING TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF WITH (i) THIS AGREEMENT OR VALIDITY, PERFORMANCE, INTERPRETATION, COLLECTION OR ENFORCEMENT HEREOF OR THEREOF, (ii) THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, AUTHORIZATION, EXECUTION, DELIVERY, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF, OR (iii) THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING ANY TRANSACTION CONTEMPLATED HEREBYDEBT FINANCING DOCUMENTATION OR DEBT FINANCING).

Governing Law; Exclusive Jurisdiction; Waiver of Jury Trial. All questions concerning This Agreement, and the constructionrights and obligations of the parties hereunder, validity, enforcement and interpretation of this Agreement shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and in accordance with the internal laws of the State of New York, Delaware without giving effect regard to any choice of law or the conflict of law principles thereof to the extent that such principles would direct a matter to another jurisdiction. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or rule based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be brought exclusively in the Delaware Chancery Court or, if such court shall not have jurisdiction, any federal court located in the State of New York Delaware or any other jurisdictions) that would cause the application Delaware state court, and each of the laws of any jurisdictions other than the State of New York. Each party parties hereby irrevocably submits consents to the exclusive jurisdiction of the state or federal such courts sitting in the City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, (and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such appropriate appellate courts represent an inconvenient forum. Each party hereby irrevocably waives personal service of process and consents to process being served therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by mailing a copy thereof Law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party at anywhere in the address for world, whether within or without the jurisdiction of any such notices to it under this Agreement and court. Without limiting the foregoing, each party agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein on such party as provided in Section 6.1 shall be deemed to limit in any way any right to serve effective service of process in any manner permitted by lawon such party. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT ALL RIGHTS TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF IN ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Exclusive Jurisdiction; Waiver of Jury Trial. All questions concerning This Agreement and the constructionlegal relations between the Parties shall be governed by and interpreted and construed in accordance with the Laws of the State of New York. Any and all claims, validitycontroversies and causes of action arising out of or relating to this Agreement, enforcement and interpretation of this Agreement whether in contract, in tort, in strict liability, under statute or otherwise, shall be governed by the internal laws Laws of the State of New York, without giving effect to any choice of law conflict-of-laws or conflict of law provision or other rule (whether of the State of New York or any other jurisdictions) that would cause result in the application of the laws Laws of a different jurisdiction. Any suit, action or proceeding brought by any jurisdictions other than Party seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby will be brought exclusively in any court, whether state or federal, located in the County of New York, State of New York. Each party Party hereby irrevocably submits exclusively to the exclusive jurisdiction of the state or federal courts sitting any such court located in the City County of New York, Borough State of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert New York having subject matter jurisdiction in any suit, action or proceedingproceeding brought by any other Party seeking to enforce any provision of, or based on any matter arising out of, or in connection with, this Agreement or the transactions contemplated hereby. Each Party hereby irrevocably waives, to the fullest extent permitted by Law, any claim objection that it is not personally subject may now or hereafter have to the jurisdiction laying of the venue of any such court, that such suit, action or proceeding is brought in an inconvenient forum any such court or that the venue of any such suit, action or proceeding is improper. Each of the parties hereby waives brought in any objection to such exclusive jurisdiction and that such courts represent court has been brought in an inconvenient forum. Each party hereby irrevocably waives personal service of process and consents to process being served Process in any such suit, action or proceeding may be served on any Party anywhere in the world, whether within or without the jurisdiction of any such court, by mailing a copy thereof sending notice to such party at Party pursuant to Section 9.7. Without limiting the address for such notices to it under this Agreement and foregoing each Party hereby agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall on such Party in accordance with the provisions of this Section 9.4 in respect of any such suit, action or proceeding will be deemed to limit in any way any right to serve effective service of process in any manner permitted by lawon such Party. EACH PARTY HEREBY THE PARTIES IRREVOCABLY WAIVES WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER ACTION OR IN CONNECTION HEREWITH OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Exclusive Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this (a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect regard to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) laws principles thereof that would cause the application of the laws of any jurisdictions a jurisdiction other than the State of New York. . (b) Each party hereto hereby irrevocably submits consents to the non-exclusive jurisdiction of a federal court located within the state or federal courts sitting in the City county of New York, Borough State of ManhattanNew York, for (or if there shall not be federal jurisdiction in such court, a state court located within the adjudication county of any dispute hereunder New York, State of New York) and irrevocably agrees that all actions or proceedings relating to or arising out of this Agreement, the Transaction Documents, or the Purchased Units may be tried and litigated in connection herewith or with any transaction contemplated such court. Each party hereto hereby or discussed herein, and hereby irrevocably waiveswaives to the extent not prohibited by applicable law, and agrees not to assert assert, by way of motion, as a defense or otherwise, in any such action, suit, action or proceeding, any claim that it is not subject personally subject to the jurisdiction of the above-named courts, that it is immune from extraterritorial injunctive relief or other injunctive relief, that its property is exempt or immune from attachment or execution, that any such courtaction, suit, or proceeding may not be brought or maintained in one of the above-named courts, that any such suitaction, action suit or proceeding is brought or maintained in an inconvenient one of the above-named courts should be dismissed on the grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, or that this agreement or the venue subject matter hereof may not be enforced in or by any of such suit, action or proceeding is improperthe above-named courts. Each of the parties hereto hereby waives any objection consents to such exclusive jurisdiction and that such courts represent an inconvenient forum. Each party hereby irrevocably waives personal service of process and consents to process being served in any such action, suit, action or proceeding in any manner permitted by mailing a copy thereof the laws of the State of New York, agrees that service of process by registered or certified mail, return receipt requested, to such party the persons and at the address for such notices addresses set forth in Section 6.4 above, is reasonably calculated to it under this Agreement give actual notice, and waives and agrees not to assert by way of motion, as a defense or otherwise, in any such action, suit or proceeding any claim that such service shall of process does not constitute good and sufficient service of process and notice process. (c) Each party hereto hereby waives its rights to a jury trial of any claim or cause of action based upon or arising out of this Agreement, the Transaction Documents, or the subject matter hereof or thereof. Nothing contained herein shall The scope of this waiver is intended to be deemed to limit all-encompassing of any and all disputes that may be filed in any way any right court and that relate to serve process in any manner permitted by lawthe subject matter of this transaction, including, without limitation, contract claims, tort claims, breach of duty claims, and all other common law and statutory claims. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.This