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

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the choice-of-laws or conflicts-of-laws provisions thereof. Each party hereto agrees that any Proceeding relating to this Agreement shall be brought solely in a state or federal court of competent jurisdiction located in New Castle County, Delaware, and all objections to personal jurisdiction and venue in any Proceeding so commenced are hereby expressly waived by all parties hereto. The parties waive personal service of any and all process on each of them and Consent that all such service of process shall be made in the manner, to the party and at the address set forth in Section 9.3, and service so made shall be complete as stated in such Section. The Seller Parties expressly acknowledge the notice and service of process to Seller for each of them in accordance with Section 9.3 and this Section 9.4. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING FROM ANY SOURCE, INCLUDING THE CONSTITUTION OF THE UNITED STATES OR ANY STATE THEREIN, COMMON LAW OR ANY APPLICABLE LAW. EACH PARTY HERETO ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING ITS RIGHT TO DEMAND A TRIAL BY JURY.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, Delaware without regard to the choice-of-laws or conflicts-of-laws provisions thereofits rules of conflict of laws. Each party of the parties hereto agrees (a) consents to submit itself to the exclusive personal jurisdiction of the Delaware Court of Chancery, New Castle County, or if that court does not have jurisdiction, a federal court sitting in the State of Delaware in any Proceeding Action or proceeding arising out of or relating to this Agreement shall or any of the transactions contemplated by this Agreement, (b) agrees that all claims in respect of such Action or proceeding may be brought solely heard and determined in a state any such court, (c) agrees that it will not attempt to deny or federal court of competent defeat such personal jurisdiction located in New Castle County, Delawareby motion or other request for leave from any such court, and all objections (d) agrees not to personal jurisdiction and venue bring any Action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any Proceeding so commenced are hereby expressly waived by all other court. Each of the parties hereto. The parties waive personal service hereto waives any defense of inconvenient forum to the maintenance of any Action or proceeding so brought and all waives any bond, surety or other security that might be required of any other party with respect thereto. To the extent permitted by applicable Law, any party hereto may make service on another party by sending or delivering a copy of the process on each of them and Consent that all such service of process shall be made in the manner, to the party and to be served at the address set forth and in the manner provided for the giving of notices in Section 9.3, and service so made shall be complete as stated 5.3. Nothing in such Section. The Seller Parties expressly acknowledge the notice and service of process to Seller for each of them in accordance with Section 9.3 and this Section 9.45.7, however, shall affect the right of any party to serve legal process in any other manner permitted by Law. PARENT AND EACH OF THE PARTIES HERETO STOCKHOLDERS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATED RELATING TO THIS AGREEMENT OR THE RELATIONSHIPS TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF PARENT OR THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY STOCKHOLDERS IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING FROM ANY SOURCE, INCLUDING THE CONSTITUTION OF THE UNITED STATES OR ANY STATE THEREIN, COMMON LAW OR ANY APPLICABLE LAW. EACH PARTY HERETO ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING ITS RIGHT TO DEMAND A TRIAL BY JURYENFORCEMENT HEREOF.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, Delaware without regard to the choice-of-laws or conflicts-of-laws provisions thereofits rules of conflict of laws. Each party of the parties hereto agrees (a) consents to submit itself to the exclusive personal jurisdiction of the Delaware Court of Chancery, New Castle County, or if that court does not have jurisdiction, a federal court sitting in the State of Delaware in any Proceeding Action or proceeding arising out of or relating to this Agreement shall or any of the transactions contemplated by this Agreement, (b) agrees that all claims in respect of such Action or proceeding may be brought solely heard and determined in a state any such court, (c) agrees that it will not attempt to deny or federal court of competent defeat such personal jurisdiction located in New Castle County, Delawareby motion or other request for leave from any such court, and all objections (d) agrees not to personal jurisdiction and venue bring any Action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any Proceeding so commenced are hereby expressly waived by all other court. Each of the parties hereto. The parties waive personal service hereto waives any defense of inconvenient forum to the maintenance of any Action or proceeding so brought and all waives any bond, surety or other security that might be required of any other party with respect thereto. To the extent permitted by applicable Law, any party hereto may make service on another party by sending or delivering a copy of the process on each of them and Consent that all such service of process shall be made in the manner, to the party and to be served at the address set forth and in the manner provided for the giving of notices in Section 9.3, and service so made shall be complete as stated . Nothing in such Section. The Seller Parties expressly acknowledge the notice and service of process to Seller for each of them in accordance with Section 9.3 and this Section 9.49.7, however, shall affect the right of any party to serve legal process in any other manner permitted by Law. EACH OF PARENT, MERGER SUB AND THE PARTIES HERETO COMPANY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATED RELATING TO THIS AGREEMENT OR THE RELATIONSHIPS TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF PARENT, MERGER SUB OR THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING FROM ANY SOURCE, INCLUDING THE CONSTITUTION OF THE UNITED STATES OR ANY STATE THEREIN, COMMON LAW OR ANY APPLICABLE LAW. EACH PARTY HERETO ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING ITS RIGHT TO DEMAND A TRIAL BY JURYENFORCEMENT HEREOF.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of DelawareIowa, without regard giving effect to conflict of law principles thereof that would apply the choice-laws of any jurisdiction other than those of the State of Iowa. The Parties irrevocably agree that the sole forum for resolving disputes (whether at law, in equity, in contract, in tort or otherwise) arising out of-laws , relating to, or conflicts-of-laws provisions thereof. Each party hereto agrees that any Proceeding relating to based upon this Agreement or the negotiation, execution or performance of this Agreement shall be brought solely in a any federal or state or federal court of competent jurisdiction located in New Castle Union County, DelawareIowa, and all objections related appellate courts, and the Parties hereby consent to personal the jurisdiction of such courts, and agree that venue shall be in such courts. The Parties agree not to commence or prosecute any action or proceeding other than before one of the above-named courts and not make any motion or take any action seeking or intending to cause the transfer or removal of such action or proceeding to any other court for any reason. Each of the Parties agrees that a final judgment in any Proceeding so commenced are hereby expressly waived by all parties hereto. The parties waive personal service of any and all process on each of them and Consent that all such service of process action or proceeding shall be made conclusive and may be enforced in other jurisdictions by suit on the mannerjudgment or in any other manner provided by Xxx. Each of the Parties irrevocably waives, to the party and at fullest extent permitted by Law, the address set forth defense of an inconvenient forum to the maintenance of such action or proceeding in Section 9.3any such court. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, and service so made shall be complete as stated in such Section. The Seller Parties expressly acknowledge the notice and service of process to Seller for each of them in accordance with Section 9.3 and this Section 9.4. EACH PARTY HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR COUNTERCLAIM INVESTIGATION ARISING OUT OF OR IN ANY WAY RELATED TO BASED UPON THIS AGREEMENT OR THE RELATIONSHIPS OF SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING FROM ANY SOURCETRANSACTION CONTEMPLATED HEREBY, INCLUDING THE CONSTITUTION OF THE UNITED STATES IN EACH CASE WHETHER NOW EXISTING OR ANY STATE THEREIN, COMMON LAW OR ANY APPLICABLE LAWHEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT IS KNOWINGLY HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 6.9 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND VOLUNTARILY WAIVING WILL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 6.9 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO DEMAND A TRIAL BY JURY.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement shall be governed by by, and construed and enforced in accordance with with, the laws Laws of the State state of DelawareCalifornia (including in respect of the statute of limitations or other limitations period applicable to any such claim, controversy or dispute), without regard giving effect to conflict of Law principles thereof. The Parties hereby submit to the choice-exclusive jurisdiction of-laws , and irrevocably waive any venue objections against, the federal and state courts located in the state of Delaware in connection with any action or conflicts-of-laws provisions thereof. Each party hereto agrees that any Proceeding proceeding arising out of or relating to this Agreement shall be brought solely in a state or federal court of competent jurisdiction located in New Castle CountyAgreement. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, DelawareEACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, and all objections to personal jurisdiction and venue in any Proceeding so commenced are hereby expressly waived by all parties hereto. The parties waive personal service of any and all process on each of them and Consent that all such service of process shall be made in the mannerDEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, to the party and at the address set forth in Section 9.3CLAIM, and service so made shall be complete as stated in such Section. The Seller Parties expressly acknowledge the notice and service of process to Seller for each of them in accordance with Section 9.3 and this Section 9.4. EACH CAUSE OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT ANY ACTIONACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR COUNTERCLAIM INVESTIGATION ARISING OUT OF OR IN ANY WAY RELATED TO BASED UPON THIS AGREEMENT OR THE RELATIONSHIPS OF SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING FROM ANY SOURCETRANSACTIONS CONTEMPLATED HEREBY, INCLUDING THE CONSTITUTION OF THE UNITED STATES IN EACH CASE WHETHER NOW EXISTING OR ANY STATE THEREIN, COMMON LAW OR ANY APPLICABLE LAWHEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT IS KNOWINGLY HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 10.8 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND VOLUNTARILY WAIVING WILL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10.8 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO DEMAND A TRIAL BY JURY.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, Delaware without regard to the choice-of-laws or conflicts-of-laws provisions thereofits rules of conflict of laws. Each party of the parties hereto agrees that (a) consents to submit itself to the exclusive personal jurisdiction of the Delaware Courts in any Proceeding action or proceeding arising out of or relating to this Agreement shall or any of the transactions contemplated by this Agreement, (b) agrees that all claims in respect of such action or proceeding may be brought solely heard and determined in a state any such court, (c) agrees that it will not attempt to deny or federal court of competent defeat such personal jurisdiction located in New Castle County, Delawareby motion or other request for leave from any such court, and all objections (d) agrees not to personal jurisdiction and venue bring any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any Proceeding so commenced are hereby expressly waived by all other court. Each of the parties hereto. The parties waive personal service hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and all waives any bond, surety or other security that might be required of any other party with respect thereto. To the extent permitted by applicable law, any party hereto may make service on another party by sending or delivering a copy of the process on each of them and Consent that all such service of process shall be made in the manner, to the party and to be served at the address set forth and in the manner provided for the giving of notices in Section 9.3, and service so made shall be complete as stated 9.3 of the Merger Agreement. Nothing in such Section. The Seller Parties expressly acknowledge the notice and service of process to Seller for each of them in accordance with Section 9.3 and this Section 9.417, however, shall affect the right of any party to serve legal process in any other manner permitted by law. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATED RELATING TO THIS AGREEMENT OR THE RELATIONSHIPS TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING FROM ANY SOURCE, INCLUDING THE CONSTITUTION OF THE UNITED STATES OR ANY STATE THEREIN, COMMON LAW OR ANY APPLICABLE LAW. EACH PARTY HERETO ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING ITS RIGHT TO DEMAND A TRIAL BY JURYENFORCEMENT HEREOF.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of DelawareTHIS AGREEMENT AND THE LEGAL RELATIONS BETWEEN THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, without regard to the choice-of-laws or conflicts-of-laws provisions thereofWITHOUT REGARD TO THE CONFLICT OF LAWS RULES THEREOF. Each party hereto agrees that any Proceeding relating to this Agreement shall be brought solely in a state or federal court of competent jurisdiction located in New Castle CountyTHE STATE OR FEDERAL COURTS LOCATED WITHIN THE STATE OF DELAWARE SHALL HAVE EXCLUSIVE JURISDICTION OVER ANY AND ALL DISPUTES BETWEEN THE PARTIES HERETO, DelawareWHETHER IN LAW OR EQUITY, and all objections to personal jurisdiction and venue in any Proceeding so commenced are hereby expressly waived by all parties hereto. The parties waive personal service of any and all process on each of them and Consent that all such service of process shall be made in the manner, to the party and at the address set forth in Section 9.3, and service so made shall be complete as stated in such Section. The Seller Parties expressly acknowledge the notice and service of process to Seller for each of them in accordance with Section 9.3 and this Section 9.4ARISING OUT OF THIS AGREEMENT AND THE PARTIES CONSENT TO AND AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS. EACH OF THE PARTIES HERETO IRREVOCABLY HEREBY WAIVES AND AGREES NOT TO ASSERT IN ANY SUCH DISPUTE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM THAT (A) SUCH PARTY IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURTS, (B) SUCH PARTY AND ALL RIGHTS IT MAY HAVE TO DEMAND SUCH PARTY’S PROPERTY IS IMMUNE FROM ANY LEGAL PROCESS ISSUED BY SUCH COURTS OR (C) ANY LITIGATION OR OTHER PROCEEDING COMMENCED IN SUCH COURTS IS BROUGHT IN AN INCONVENIENT FORUM. THE PARTIES HEREBY AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH ANY ACTIONSUCH ACTION OR PROCEEDING IN THE MANNER PROVIDED IN §9.3, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW, SHALL BE VALID AND SUFFICIENT SERVICE THEREOF AND HEREBY WAIVE ANY WAY RELATED OBJECTIONS TO SERVICE ACCOMPLISHED IN THE MANNER PROVIDED IN THIS AGREEMENT OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING FROM ANY SOURCE, INCLUDING THE CONSTITUTION OF THE UNITED STATES OR ANY STATE THEREIN, COMMON LAW OR ANY APPLICABLE LAW§9.9. EACH PARTY HERETO ACKNOWLEDGES THAT IT IS KNOWINGLY HEREBY IRREVOCABLY AND VOLUNTARILY WAIVING ITS RIGHT UNCONDITIONALLY WAIVES, TO DEMAND A THE FULLEST EXTENT SUCH PARTY MAY LEGALLY AND EFFECTIVELY DO SO, TRIAL BY JURYJURY IN ANY SUIT, ACTION OR PROCEEDING ARISING HEREUNDER.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement Warrant shall be governed by and construed in accordance with the laws of the State of DelawareNew York, without regard giving effect to any law or rule that would cause the choice-of-laws or conflicts-of-laws provisions thereof. Each party hereto agrees that any Proceeding relating to this Agreement shall be brought solely in a state or federal court of competent jurisdiction located in New Castle County, Delaware, and all objections to personal jurisdiction and venue in any Proceeding so commenced are hereby expressly waived by all parties hereto. The parties waive personal service of any and all process on each jurisdiction other than the State of them and Consent that all such service of process shall New York to be made in the manner, to the party and at the address set forth in Section 9.3, and service so made shall be complete as stated in such Sectionapplied. The Seller Parties expressly acknowledge the notice and service of process to Seller for each of them in accordance with Section 9.3 and this Section 9.4. EACH ANY ACTION OR PROCEEDING AGAINST THE PARTIES RELATING IN ANY WAY TO THIS WARRANT MAY BE BROUGHT AND ENFORCED IN THE COURTS OF THE PARTIES HERETO STATE OF NEW YORK OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, TO THE EXTENT SUBJECT MATTER JURISDICTION EXISTS THEREFOR, AND THE COMPANY IRREVOCABLY SUBMITS TO THE JURISDICTION OF BOTH SUCH COURTS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING. THE COMPANY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK COUNTY OR THE SOUTHERN DISTRICT OF NEW YORK AND ANY CLAIM THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN ANY INCONVENIENT FORUM. ANY JUDGMENT MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE RIGHT TO DEMAND THAT TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED RELATING TO THIS AGREEMENT OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING FROM ANY SOURCE, INCLUDING THE CONSTITUTION OF THE UNITED STATES OR ANY STATE THEREIN, COMMON LAW OR ANY APPLICABLE LAW. EACH PARTY HERETO ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING ITS RIGHT TO DEMAND A TRIAL BY JURYWARRANT.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement shall be governed by by, and construed in accordance with with, the laws of the State of DelawareNew York, without regard giving effect to any choice of law or conflict of law rules or provisions (whether of New York or any other jurisdiction) that would cause the choice-of-application of the laws or conflicts-of-laws provisions thereof. Each party hereto agrees that any Proceeding relating to this Agreement shall be brought solely in a state or federal court of competent jurisdiction located in New Castle County, Delaware, and all objections to personal jurisdiction and venue in any Proceeding so commenced are hereby expressly waived by all parties hereto. The parties waive personal service of any jurisdiction other than New York. In furtherance of the foregoing, the internal laws of New York shall control the interpretation and all process on each construction of them and Consent this Agreement, even though under that all such service jurisdiction’s choice of process shall be made in law or conflict of law analysis, the manner, to the party and at the address set forth in Section 9.3, and service so made shall be complete as stated in such Section. The Seller Parties expressly acknowledge the notice and service substantive law of process to Seller for each of them in accordance with Section 9.3 and this Section 9.4some other jurisdiction may ordinarily apply. EACH PARTY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT STATE OR FEDERAL COURT SITTING IN NEW YORK, NEW YORK IN ANY ACTION, ACTION OR PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREES THAT ALL CLAIMS IN RESPECT OF THE ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY WAY RELATED SUCH COURT AND AGREES NOT TO BRING ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY OTHER COURT. EACH PARTY WAIVES ANY DEFENSE OF INCONVENIENT FORUM TO THE MAINTENANCE OF ANY ACTION OR THE RELATIONSHIPS PROCEEDING SO BROUGHT AND WAIVES ANY BOND, SURETY OR OTHER SECURITY THAT MIGHT BE REQUIRED OF ANY OTHER PARTY WITH RESPECT THERETO. EACH PARTY AGREES THAT SERVICE OF SUMMONS AND COMPLAINT OR ANY OTHER PROCESS THAT MIGHT BE SERVED IN ANY ACTION OR PROCEEDING MAY BE MADE ON SUCH PARTY BY SENDING OR DELIVERING A COPY OF THE PARTIES HERETO PROCESS TO THE PARTY TO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING FROM ANY SOURCE, INCLUDING SERVED AT THE CONSTITUTION ADDRESS OF THE UNITED STATES OR PARTY AND IN THE MANNER PROVIDED FOR THE GIVING OF NOTICES IN SECTION 9.2 OF THE MERGER AGREEMENT. NOTHING IN THIS SECTION 11, HOWEVER, SHALL AFFECT THE RIGHT OF ANY STATE THEREIN, COMMON LAW OR PARTY TO SERVE LEGAL PROCESS IN ANY APPLICABLE OTHER MANNER PERMITTED BY LAW. EACH PARTY HERETO ACKNOWLEDGES AGREES THAT IT IS KNOWINGLY A FINAL, NON-APPEALABLE JUDGMENT IN ANY ACTION OR PROCEEDING SO BROUGHT SHALL BE CONCLUSIVE AND VOLUNTARILY WAIVING ITS MAY BE ENFORCED BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO DEMAND TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement shall will be governed by by, and construed in accordance with with, the laws Laws of the State Commonwealth of DelawareMassachusetts, without regard giving effect to the choice-of-laws or conflicts-of-laws provisions choice of law principles thereof. Each party of the parties hereto hereby, for purposes of all claims or actions under this Agreement and the Merger, (a) expressly and irrevocably submits to the exclusive jurisdiction of (i) the Business Litigation Session of the Superior Court of the Commonwealth of Massachusetts or (ii) any United States federal court located in the Commonwealth of Massachusetts (collectively, the "Massachusetts Courts") in the event any dispute arises out of this Agreement or the Merger, (b) agrees that it will not attempt to deny or defeat personal jurisdiction or venue by motion or other request for leave from any Proceeding such court and (c) agrees that it will not bring any action relating to this Agreement shall be brought solely or the Merger contemplated by this Agreement in any court other than (i) the Business Litigation Session of the Superior Court of the Commonwealth of Massachusetts or (ii) a state or United States federal court sitting in the Commonwealth of competent jurisdiction located Massachusetts; provided that each of the parties shall have the right to bring any action or Proceeding for enforcement of a judgment entered by such court in New Castle County, Delaware, and all objections any other court or jurisdiction. Each of the parties hereto waives any defense or inconvenient forum to personal jurisdiction and venue in the maintenance of any Proceeding so commenced are hereby expressly waived by all parties hereto. The parties waive personal service brought and waives any bond, surety or other security that might be required of any and all other party with respect thereto. To the extent permitted by applicable Law, any party hereto may make service on another party by sending or delivering a copy of the process on each of them and Consent that all such service of process shall be made in the manner, to the party and to be served at the address set forth and in the manner provided for the giving of notices in Section 9.3, and service so made shall be complete as stated 10.3. Nothing in such Section. The Seller Parties expressly acknowledge the notice and service of process to Seller for each of them in accordance with Section 9.3 and this Section 9.410.7, however, shall affect the right of any party to serve legal process in any other manner permitted by Law. EACH OF THE PARTIES HERETO PARENT, PURCHASER AND SELLER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATED RELATING TO THIS AGREEMENT OR THE RELATIONSHIPS ACTIONS OF PARENT, PURCHASER OR SELLER IN THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING FROM ANY SOURCE, INCLUDING THE CONSTITUTION OF THE UNITED STATES OR ANY STATE THEREIN, COMMON LAW OR ANY APPLICABLE LAW. EACH PARTY HERETO ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING ITS RIGHT TO DEMAND A TRIAL BY JURYENFORCEMENT HEREOF.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of DelawareIndiana, without regard giving effect to conflict of law principles thereof that would apply the choice-of-laws or conflicts-of-laws provisions thereof. Each party hereto agrees that any Proceeding relating to this Agreement shall be brought solely in a state or federal court of competent jurisdiction located in New Castle County, Delaware, and all objections to personal jurisdiction and venue in any Proceeding so commenced are hereby expressly waived by all parties hereto. The parties waive personal service of any and all process on each jurisdiction other than those of them and Consent that all such service the State of process shall be made in the mannerIndiana. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, to the party and at the address set forth in Section 9.3EACH PARTY HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, and service so made shall be complete as stated in such Section. The Seller Parties expressly acknowledge the notice and service of process to Seller for each of them in accordance with Section 9.3 and this Section 9.4. EACH DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR COUNTERCLAIM INVESTIGATION ARISING OUT OF OR IN ANY WAY RELATED TO BASED UPON THIS AGREEMENT OR THE RELATIONSHIPS OF SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING FROM ANY SOURCETRANSACTION CONTEMPLATED HEREBY, INCLUDING THE CONSTITUTION OF THE UNITED STATES IN EACH CASE WHETHER NOW EXISTING OR ANY STATE THEREIN, COMMON LAW OR ANY APPLICABLE LAWHEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT IS KNOWINGLY HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 6.9 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND VOLUNTARILY WAIVING WILL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 6.9 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO DEMAND A TRIAL BY JURY.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement shall will be governed by by, and construed in accordance with with, the laws Laws of the State Commonwealth of DelawareMassachusetts, without regard giving effect to the choice-of-laws or conflicts-of-laws provisions choice of law principles thereof. Each party of the parties hereto hereby, for purposes of all claims or actions under this Agreement (a) expressly and irrevocably submits to the exclusive jurisdiction of (i) the Business Litigation Session of the Superior Court of the Commonwealth of Massachusetts or (ii) any United States federal court located in the Commonwealth of Massachusetts (collectively, the “Massachusetts Courts”) in the event any dispute arises out of this Agreement, (b) agrees that it will not attempt to deny or defeat personal jurisdiction or venue by motion or other request for leave from any Proceeding such court and (c) agrees that it will not bring any action relating to this Agreement in any court other than a Massachusetts Court; provided that each of the parties shall be brought solely have the right to bring any action or Proceeding for enforcement of a judgment entered by such court in a state any other court or federal court jurisdiction. Each of competent jurisdiction located in New Castle County, Delaware, and all objections the parties hereto waives any defense of inconvenient forum to personal jurisdiction and venue in the maintenance of any Proceeding so commenced are hereby expressly waived by all parties hereto. The parties waive personal service brought and waives any bond, surety or other security that might be required of any and all other party with respect thereto. To the extent permitted by applicable Law, any party hereto may make service on another party by sending or delivering a copy of the process on each of them and Consent that all such service of process shall be made in the manner, to the party and to be served at the address set forth and in the manner provided for the giving of notices in Section 9.3, and service so made shall be complete as stated 5.1. Nothing in such Section. The Seller Parties expressly acknowledge the notice and service of process to Seller for each of them in accordance with Section 9.3 and this Section 9.45.7, however, shall affect the right of any party to serve legal process in any other manner permitted by Law. EACH OF PARENT, PURCHASER, AND THE PARTIES HERETO STOCKHOLDERS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATED RELATING TO THIS AGREEMENT OR THE RELATIONSHIPS ACTIONS OF PARENT, PURCHASER, AND THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY STOCKHOLDERS IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING FROM ANY SOURCE, INCLUDING THE CONSTITUTION OF THE UNITED STATES OR ANY STATE THEREIN, COMMON LAW OR ANY APPLICABLE LAW. EACH PARTY HERETO ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING ITS RIGHT TO DEMAND A TRIAL BY JURYENFORCEMENT HEREOF.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement shall be governed by by, interpreted under, and construed in accordance with the internal laws of the State of DelawareNew York applicable to agreements made and to be performed within the State of New York, without regard giving effect to the any choice-of-law provisions thereof that would compel the application of the substantive laws or conflicts-of-laws provisions thereofof any other jurisdiction. Each To the fullest extent permitted by applicable law, each party hereto (i) agrees that any Proceeding relating to claim, action or proceeding by such party seeking any relief whatsoever arising out of, or in connection with, this Agreement or the transactions contemplated hereby shall be brought solely only in a state or federal the United States District Court for the Southern District of New York and in any New York State court of competent jurisdiction located in New Castle County, Delaware, the Borough of Manhattan and all objections to personal jurisdiction and venue not in any Proceeding so commenced are hereby expressly waived by other State or Federal court in the United States of America or any court in any other country, (ii) agrees to submit to the exclusive jurisdiction of such courts located in the State of New York for purposes of all parties hereto. The parties waive legal proceedings arising out of, or in connection with, this Agreement or the transactions contemplated hereby, (iii) irrevocably waives any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum and (iv) irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and all process on each of them agrees that such service shall constitute good and Consent that all such sufficient service of process and notice thereof. Nothing contained herein shall be made deemed to limit in the mannerany way any right to serve process in any other manner permitted by applicable law. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, to the party and at the address set forth in Section 9.3, and service so made shall be complete as stated in such Section. The Seller Parties expressly acknowledge the notice and service of process to Seller for each of them in accordance with Section 9.3 and this Section 9.4. EACH OF THE PARTIES PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT THE PARTY MAY HAVE TO DEMAND THAT A JURY TRIAL WITH RESPECT TO ANY ACTION, PROCEEDING OR COUNTERCLAIM DISPUTE ARISING OUT OF OR IN ANY WAY RELATED TO UNDER THIS AGREEMENT OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING FROM ANY SOURCE, INCLUDING THE CONSTITUTION OF THE UNITED STATES OR ANY STATE THEREIN, COMMON LAW OR ANY APPLICABLE LAW. EACH PARTY HERETO ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING ITS RIGHT TO DEMAND A TRIAL BY JURYIN CONNECTION WITH IT.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State Commonwealth of Delaware, Massachusetts without regard to its rules of conflict of laws, except to the choice-of-extent that the laws or conflicts-of-laws provisions thereofof the State of Colorado apply to the Merger and the rights of the Seller Stockholders relative to the Merger. Each party of the parties hereto agrees (a) consents to submit itself to the exclusive personal jurisdiction of the courts of the Commonwealth of Massachusetts, Suffolk County, or if that court does not have jurisdiction, a federal court sitting in the Commonwealth of Massachusetts (the “Massachusetts Courts”) in any Proceeding action or proceeding arising out of or relating to this Agreement shall or any of the transactions contemplated by this Agreement, (b) agrees that all claims in respect of such action or proceeding may be brought solely heard and determined in a state any such court, (c) agrees that it will not attempt to deny or federal court of competent jurisdiction located in New Castle County, Delaware, and all objections to defeat such personal jurisdiction by motion or other 66 request for leave from any such court and venue (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any Proceeding so commenced are hereby expressly waived by all other court. Each of the parties hereto. The parties waive personal service hereto waives any defense or inconvenient forum to the maintenance of any action or proceeding so brought and all waives any bond, surety or other security that might be required of any other party with respect thereto. To the extent permitted by applicable law, any party hereto may make service on another party by sending or delivering a copy of the process on each of them and Consent that all such service of process shall be made in the manner, to the party and to be served at the address set forth and in the manner provided for the giving of notices in Section 9.3, and service so made shall be complete as stated 10.3. Nothing in such Section. The Seller Parties expressly acknowledge the notice and service of process to Seller for each of them in accordance with Section 9.3 and this Section 9.410.7, however, shall affect the right of any party to serve legal process in any other manner permitted by law. EACH OF THE PARTIES HERETO PARENT, PURCHASER AND SELLER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATED RELATING TO THIS AGREEMENT OR THE RELATIONSHIPS TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF PARENT, PURCHASER OR SELLER IN THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING FROM ANY SOURCE, INCLUDING THE CONSTITUTION OF THE UNITED STATES OR ANY STATE THEREIN, COMMON LAW OR ANY APPLICABLE LAW. EACH PARTY HERETO ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING ITS RIGHT TO DEMAND A TRIAL BY JURYENFORCEMENT HEREOF.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Delaware; provided, however, that notwithstanding anything herein to the choice-of-laws or conflicts-of-laws provisions thereof. Each contrary, each party hereto (on behalf of itself, its Subsidiaries, and the equityholders, directors, officers, employees, consultants, financial advisors, accountants, legal counsel, investment bankers, and other agents, advisors, and representatives of each of them) agrees that any Proceeding claim, controversy, or dispute of any kind or nature (whether based upon contract, tort, or otherwise) against a Financing Source that is in any way related to this Agreement, the Mergers, the Ancillary Documents, or any of the other transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to any Financing, shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflict of law principles (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law); provided, further, that (i) the interpretation of the definition of Company Material Adverse Effect and whether or not a Company Material Adverse Effect has occurred, (ii) the determination of the accuracy of any representations made in this Agreement and whether as a result of any inaccuracy thereof any party to this Agreement shall be brought solely in a state or federal court any of competent jurisdiction located in New Castle Countyits respective Affiliates has the right to terminate its obligations under this Agreement, Delawareor to decline to consummate the transactions pursuant to this Agreement, and all objections to personal jurisdiction (iii) the determination of whether the Mergers and venue in any Proceeding so commenced are hereby expressly waived the other transactions contemplated by all parties hereto. The parties waive personal service of any and all process on each of them and Consent that all such service of process shall be made in the manner, to the party and at the address set forth in Section 9.3, and service so made shall be complete as stated in such Section. The Seller Parties expressly acknowledge the notice and service of process to Seller for each of them this Agreement have been consummated in accordance with Section 9.3 the terms of this Agreement, in each case, shall be governed by, and this Section 9.4. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT ANY ACTIONconstrued and interpreted solely in accordance with, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING FROM ANY SOURCE, INCLUDING THE CONSTITUTION OF THE UNITED STATES OR ANY STATE THEREIN, COMMON LAW OR ANY APPLICABLE LAW. EACH PARTY HERETO ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING ITS RIGHT TO DEMAND A TRIAL BY JURYthe laws of the State of Delaware without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Delaware.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of DelawareNew York, without regard to the choice-of-laws or conflicts-of-laws provisions thereof. Each party hereto agrees that any Proceeding relating to this Agreement brought by the Buyer or Real Property Buyer shall be brought solely in a state or federal court of competent jurisdiction located in New Castle Monroe County, DelawareNew York and all objections to personal jurisdiction and venue in any Proceeding so commenced are hereby expressly waived by all parties hereto. Each party hereto agrees that any Proceeding relating to this Agreement brought by the Seller Parties shall be brought solely in a state or federal court of competent jurisdiction located in Cuyahoga County, Ohio and all objections to personal jurisdiction and venue in any Proceeding so commenced are hereby expressly waived by all parties hereto. The parties waive personal service of any and all process on each of them and Consent that all such service of process shall be made in the manner, to the party and at the address set forth in Section 9.310.3, and service so made shall be complete as stated in such Section. The Seller Parties expressly acknowledge the notice and service of process to Seller for each of them in accordance with Section 9.3 10.3 and this Section 9.410.4. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING FROM ANY SOURCE, INCLUDING THE CONSTITUTION OF THE UNITED STATES OR ANY STATE THEREIN, COMMON LAW OR ANY APPLICABLE LAW. EACH PARTY HERETO ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING ITS RIGHT TO DEMAND A TRIAL BY JURY.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, Delaware without regard to the choice-of-laws or conflicts-of-laws provisions thereofits rules of conflict of laws. Each party of the parties hereto agrees (a) consents to submit itself to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, , or if that court does not have jurisdiction, the Superior Court for New Castle County in any Proceeding action or proceeding arising out of or relating to this Agreement shall or any of the transactions contemplated by this Agreement, (b) agrees that all claims arising out of or related to this Agreement or any of the transactions contemplated by this Agreement must be brought solely heard and determined in a state any such court, (c) agrees that it will not attempt to deny or federal court of competent defeat such jurisdiction located in New Castle County, Delawareby motion or other request for leave from any such court, and all objections (d) agrees not to personal jurisdiction and venue bring any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any Proceeding so commenced are hereby expressly waived by all other court. Each of the parties hereto. The parties waive personal service hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and all waives any bond, surety or other security that might be required of any other party with respect thereto. To the extent permitted by applicable law, any party hereto may make service on another party by sending or delivering a copy of the process on each of them and Consent that all such service of process shall be made in the manner, to the party and to be served at the address set forth and in the manner provided for the giving of notices in Section 9.3, and service so made shall be complete as stated . Nothing in such Section. The Seller Parties expressly acknowledge the notice and service of process to Seller for each of them in accordance with Section 9.3 and this Section 9.49.7, however, shall affect the right of any party to serve legal process in any other manner permitted by law. EACH OF PARENT, MERGER SUB AND THE PARTIES HERETO COMPANY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATED RELATING TO THIS AGREEMENT OR THE RELATIONSHIPS TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF PARENT, MERGER SUB OR COMPANY IN THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING FROM ANY SOURCE, INCLUDING THE CONSTITUTION OF THE UNITED STATES OR ANY STATE THEREIN, COMMON LAW OR ANY APPLICABLE LAW. EACH PARTY HERETO ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING ITS RIGHT TO DEMAND A TRIAL BY JURYENFORCEMENT HEREOF.