Common use of Governing Law; Jurisdiction; Venue; Process Clause in Contracts

Governing Law; Jurisdiction; Venue; Process. This Warrant shall be governed by and construed in accordance with the law of the State of New York without regard to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of New York. The Company and the Holder each hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any Delaware State court, or Federal court of the United States of America, sitting in Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Warrant or for recognition or enforcement of any judgment relating thereto, and the Company and the Holder each hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in such Delaware State court or, to the extent permitted by law, in such Federal court, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such Delaware State or Federal court, and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such Delaware State or Federal court. The Company and the Holder each agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the Company and the Holder irrevocably consents to service of process in the manner provided for notices in Section 10. Nothing in this Warrant will affect the right of the Company or the Holder to serve process in any other manner permitted by law. 2 Five years following the Effective Date.

Governing Law; Jurisdiction; Venue; Process. This Warrant Agreement ------------------------------------------- shall be governed by and construed in accordance with the law laws of the State of New York Delaware applicable to agreements made and to be performed in the State of Delaware and shall be construed without regard to (i) 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 laws of any jurisdiction other than the State of Delaware and (ii) any presumption or other rule requiring the construction of an agreement against the party causing it to be drafted. Any legal action in a proceeding brought in accordance with this Section shall be brought in the courts of the State of Delaware or of the United States District Court for the Southern District of New York. The Company , and by execution and delivery of this Agreement, the Holder each parties hereby irrevocably accept for themselves and unconditionally submits, for itself and its in respect of their property, to generally and unconditionally, the exclusive jurisdiction of any Delaware State court, or Federal court of the United States of America, sitting in Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Warrant or for recognition or enforcement of any judgment relating thereto, and the Company and the Holder each aforesaid courts. The parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in such Delaware State court or, to the extent permitted by law, in such Federal court, (iii) waives, to the fullest extent it may legally and effectively do so, waive any objection which it they may now or hereafter have to the laying of venue of any such action actions or proceeding proceedings arising out of or in connection with this Agreement brought in the courts referred to above and hereby further irrevocably waive and agree, not to plead or claim in any such Delaware State or Federal court, and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such Delaware State or Federal court. The Company and the Holder each agrees court that a final judgment in any such action or proceeding has been brought in an inconvenient forum. The parties further agree that the mailing by certified or registered mail, return receipt requested, of any process required by any such court shall be conclusive constitute valid and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the Company and the Holder irrevocably consents to lawful service of process in the manner provided against them, without necessity for notices in Section 10. Nothing in this Warrant will affect the right of the Company or the Holder to serve process in service by any other manner permitted means provided by law. 2 Five years following the Effective Datestatute or rule of court.

Governing Law; Jurisdiction; Venue; Process. This Warrant Agreement shall be governed by and construed in accordance with the law laws of the State of New York Delaware applicable to agreements made and to be performed in the State of Delaware and shall be construed without regard to (i) 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 laws of any jurisdiction other than the State of Delaware and (ii) any presumption or other rule requiring the construction of an agreement against the party causing it to be drafted. Any legal action in a proceeding brought in accordance with this Section shall be brought in the courts of the State of Delaware or of the United States District Court for the Southern District of New York. The Company , and by execution and delivery of this Agreement, the Holder each parties hereby irrevocably accept for themselves and unconditionally submits, for itself and its in respect of their property, to generally and unconditionally, the exclusive jurisdiction of any Delaware State court, or Federal court of the United States of America, sitting in Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Warrant or for recognition or enforcement of any judgment relating thereto, and the Company and the Holder each aforesaid courts. The parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in such Delaware State court or, to the extent permitted by law, in such Federal court, (iii) waives, to the fullest extent it may legally and effectively do so, waive any objection which it they may now or hereafter have to the laying of venue of any such action actions or proceeding proceedings arising out of or in connection with this Agreement brought in the courts referred to above and hereby further irrevocably waive and agree, not to plead or claim in any such Delaware State or Federal court, and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such Delaware State or Federal court. The Company and the Holder each agrees court that a final judgment in any such action or proceeding has been brought in an inconvenient forum. The parties further agree that the mailing by certified or registered mail, return receipt requested, of any process required by any such court shall be conclusive constitute valid and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the Company and the Holder irrevocably consents to lawful service of process in the manner provided against them, without necessity for notices in Section 10. Nothing in this Warrant will affect the right of the Company or the Holder to serve process in service by any other manner permitted means provided by law. 2 Five years following the Effective Datestatute or rule of court.

Governing Law; Jurisdiction; Venue; Process. This Warrant shall be governed by and construed in accordance with the law of the State of New York without regard to any choice of law THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK. Any legal or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of New York. The Company and the Holder each hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any Delaware State court, or Federal court of the United States of America, sitting in Delaware, and any appellate court from any thereof, in any equitable action or proceeding arising out of or relating in connection with this Agreement or in any certificate, report or other instrument delivered under or pursuant to any term of this Warrant Agreement will be brought in the courts of the State of New York, in the County and City of New York or of the United States District Court for recognition or enforcement the Southern District of any judgment relating theretoNew York, and by execution and delivery of this Agreement, each of the Company and the Holder each parties hereby irrevocably accepts for itself and unconditionally (i) agrees not to commence any such action or proceeding except in such courts, (ii) agrees that any claim in respect of any such action or proceeding may be heard its property, generally and determined in such Delaware State court orunconditionally, to the extent permitted by law, in such Federal court, (iii) waives, to exclusive jurisdiction of the fullest extent it may legally and effectively do so, aforesaid courts. Each of the parties hereby irrevocably waives any objection which it may now or hereafter have to the laying of jurisdiction or venue of any actions or proceedings arising out of or in connection with this Agreement or in any certificate, report or other instrument delivered under or pursuant to any term of this Agreement brought in the courts referred to above and hereby further irrevocably waive and agree, not to plead or claim in any such court that any such action or proceeding has been brought in any such Delaware State or Federal court, and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such Delaware State or Federal court. The Company and the Holder each agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawforum. Each of the Company parties further agrees that the mailing by certified or registered mail, return receipt requested, of any process required by any such court will constitute valid and the Holder irrevocably consents to lawful service of process in the manner provided against it, without necessity for notices in Section 10. Nothing in this Warrant will affect the right of the Company or the Holder to serve process in service by any other manner permitted means provided by law. 2 Five years following the Effective Datestatute or rule of court.

Governing Law; Jurisdiction; Venue; Process. This Warrant Agreement shall ------------------------------------------- be governed by and construed in accordance with the law laws of the State of New York without regard to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of New York. The Company Any legal action in a proceeding brought in accordance with this Section shall be brought in the courts of the State of New York or of the United States District Court for the Southern District of New York, and by execution and delivery of this Agreement, the Holder each parties hereby irrevocably accept for themselves and unconditionally submits, for itself and its in respect of their property, to generally and unconditionally, the exclusive jurisdiction of any Delaware State court, or Federal court of the United States of America, sitting in Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Warrant or for recognition or enforcement of any judgment relating thereto, and the Company and the Holder each aforesaid courts. The parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in such Delaware State court or, to the extent permitted by law, in such Federal court, (iii) waives, to the fullest extent it may legally and effectively do so, waive any objection which it they may now or hereafter have to the laying of venue of any such action actions or proceeding proceedings arising out of or in connection with this Agreement brought in the courts referred to above and hereby further irrevocably waive and agree, not to plead or claim in any such Delaware State or Federal court, and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such Delaware State or Federal court. The Company and the Holder each agrees court that a final judgment in any such action or proceeding has been brought in an inconvenient forum. The parties further agree that the mailing by certified or registered mail, return receipt requested, of any process required by any such court shall be conclusive constitute valid and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the Company and the Holder irrevocably consents to lawful service of process in the manner provided against them, without necessity for notices in Section 10. Nothing in this Warrant will affect the right of the Company or the Holder to serve process in service by any other manner permitted means provided by law. 2 Five years following the Effective Datestatute or rule of court.

Governing Law; Jurisdiction; Venue; Process. This Warrant Agreement shall be governed by and construed in accordance with the law laws of the State of New York applicable to agreements made and to be performed in the State of New York and shall be construed without regard to (i) any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York and (ii) any presumption or other rule requiring the construction of an agreement against the party causing it to be drafted. Any legal action in a proceeding brought in accordance with this Section shall be brought in either Hennepin County, Minnesota, in the courts of the State of Minnesota or of the United States District Court for the District of Minnesota, or in New York. The Company , New York, in the courts of the State of New York or of the United States District Court for the Southern District of New York, and by execution and delivery of this Agreement, the Holder each parties hereby irrevocably accept for themselves and unconditionally submits, for itself and its in respect of their property, to generally and unconditionally, the exclusive jurisdiction of any Delaware State court, or Federal court of the United States of America, sitting in Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Warrant or for recognition or enforcement of any judgment relating thereto, and the Company and the Holder each aforesaid courts. The parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in such Delaware State court or, to the extent permitted by law, in such Federal court, (iii) waives, to the fullest extent it may legally and effectively do so, waive any objection which it they may now or hereafter have to the laying of venue of any such action actions or proceeding proceedings arising out of or in connection with this Agreement brought in the courts referred to above and hereby further irrevocably waive and agree, not to plead or claim in any such Delaware State or Federal court, and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such Delaware State or Federal court. The Company and the Holder each agrees court that a final judgment in any such action or proceeding has been brought in an inconvenient forum. The parties further agree that the mailing by certified or registered mail, return receipt requested, of any process required by any such court shall be conclusive constitute valid and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the Company and the Holder irrevocably consents to lawful service of process in the manner provided against them, without necessity for notices in Section 10. Nothing in this Warrant will affect the right of the Company or the Holder to serve process in service by any other manner permitted means provided by law. 2 Five years following the Effective Datestatute or rule of court.

Governing Law; Jurisdiction; Venue; Process. This Warrant Agreement shall be governed by and construed in accordance with the law laws of the State of New York applicable to agreements made and to be performed in the State of New York and shall be construed without regard to (i) any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York and (ii) any presumption or other rule requiring the construction of an agreement against the party causing it to be drafted. Any legal action in a proceeding brought in accordance with this Section shall be brought in either Hennepin County, Minnesota, in the courts of the State of Minnesota or of the United States District Court for the District of Minnesota, or in New York. The Company , New York, in the courts of the State of New York or of the United States District Court for the Southern District of New York, and by execution and delivery of this Agreement, the Holder each parties hereby irrevocably accept for themselves and unconditionally submits, for itself and its in respect of their property, to generally and unconditionally, the exclusive jurisdiction of any Delaware State court, or Federal court of the United States of America, sitting in Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Warrant or for recognition or enforcement of any judgment relating thereto, and the Company and the Holder each aforesaid courts. The parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in such Delaware State court or, to the extent permitted by law, in such Federal court, (iii) waives, to the fullest extent it may legally and effectively do so, waive any objection which it they may now or hereafter have to the laying of venue of any such action actions or proceeding proceedings arising out of or in connection with this Agreement or any Related Agreement, brought in the courts referred to above and hereby further irrevocably waive and agree, not to plead or claim in any such Delaware State or Federal court, and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such Delaware State or Federal court. The Company and the Holder each agrees court that a final judgment in any such action or proceeding has been brought in an inconvenient forum. The parties further agree that the mailing by certified or registered mail, return receipt requested, of any process required by any such court shall be conclusive constitute valid and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the Company and the Holder irrevocably consents to lawful service of process in the manner provided against them, without necessity for notices in Section 10. Nothing in this Warrant will affect the right of the Company or the Holder to serve process in service by any other manner permitted means provided by law. 2 Five years following the Effective Datestatute or rule of court.

Governing Law; Jurisdiction; Venue; Process. This Warrant Agreement shall be governed by and construed in accordance with the law laws of the State of New York without regard to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of New York. The Company Any legal action in a proceeding brought in accordance with this Section shall be brought in the courts of the State of New York or of the United States District Court for the Southern District of New York, and by execution and delivery of this Agreement, the Holder each parties hereby irrevocably accept for themselves and unconditionally submits, for itself and its in respect of their property, to generally and unconditionally, the exclusive jurisdiction of any Delaware State court, or Federal court of the United States of America, sitting in Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Warrant or for recognition or enforcement of any judgment relating thereto, and the Company and the Holder each aforesaid courts. The parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in such Delaware State court or, to the extent permitted by law, in such Federal court, (iii) waives, to the fullest extent it may legally and effectively do so, waive any objection which it they may now or hereafter have to the laying of venue of any such action actions or proceeding proceedings arising out of or in connection with this Agreement brought in the courts referred to above and hereby further irrevocably waive and agree, not to plead or claim in any such Delaware State or Federal court, and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such Delaware State or Federal court. The Company and the Holder each agrees court that a final judgment in any such action or proceeding has been brought in an inconvenient forum. The parties further agree that the mailing by certified or registered mail, return receipt requested, of any process required by any such court shall be conclusive constitute valid and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the Company and the Holder irrevocably consents to lawful service of process in the manner provided against them, without necessity for notices in Section 10. Nothing in this Warrant will affect the right of the Company or the Holder to serve process in service by any other manner permitted means provided by law. 2 Five years following the Effective Datestatute or rule of court.

Governing Law; Jurisdiction; Venue; Process. This Warrant Agreement shall be governed by and construed in accordance with the law laws of the State of New York without regard to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of New York. The Company and the Holder each hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any Delaware State court, or Federal court of the United States of America, sitting Any legal action in Delaware, and any appellate court from any thereof, in any action or a proceeding arising out of or relating to in connection with this Warrant Agreement shall be brought in the courts of the State of New York, of the County and City of New York or of the United States District Court for recognition or enforcement the Southern District of any judgment relating theretoNew York, and by execution and delivery of this Agreement, the Company and the Holder each parties hereby irrevocably accept for themselves and unconditionally (i) agrees not to commence any such action or proceeding except in such courts, (ii) agrees that any claim in respect of any such action or proceeding may be heard their property, generally and determined in such Delaware State court orunconditionally, to the extent permitted by law, in such Federal court, (iii) waives, to exclusive jurisdiction of the fullest extent it may legally and effectively do so, aforesaid courts. The parties hereby irrevocably waive any objection which it they may now or hereafter have to the laying of jurisdiction or venue of any actions or proceedings arising out of or in connection with this Agreement brought in the courts referred to above and hereby further irrevocably waive and agree, not to plead or claim in any such court that any such action or proceeding has been brought in an inconvenient forum. The parties further agree that the mailing by certified or registered mail, return receipt requested, of any process required by any such Delaware State or Federal court, court shall constitute valid and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such Delaware State or Federal court. The Company and the Holder each agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the Company and the Holder irrevocably consents to lawful service of process in the manner provided against them, without necessity for notices in Section 10. Nothing in this Warrant will affect the right of the Company or the Holder to serve process in service by any other manner permitted means provided by law. 2 Five years following the Effective Datestatute or rule of court.

Governing Law; Jurisdiction; Venue; Process. This Warrant Agreement shall be governed by and construed in accordance with the law laws of the State of New York applicable to agreements made and to be performed in the State of New York and shall be construed without regard to (i) any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York and (ii) any presumption or other rule requiring the construction of an agreement against the party causing it to be drafted. Any legal action in a proceeding brought in accordance with this Section shall be brought in the courts of the State of New York or of the United States District Court for the Southern District of New York. The Company , and by execution and delivery of this Agreement the Holder each parties hereby irrevocably accept for themselves and unconditionally submits, for itself and its in respect of their property, to generally and unconditionally, the exclusive jurisdiction of any Delaware State court, or Federal court of the United States of America, sitting in Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Warrant or for recognition or enforcement of any judgment relating thereto, and the Company and the Holder each aforesaid courts. The parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in such Delaware State court or, to the extent permitted by law, in such Federal court, (iii) waives, to the fullest extent it may legally and effectively do so, waive any objection which it they may now or hereafter have to the laying of venue of any such action actions or proceeding proceedings arising out of or in connection with this Agreement brought in the courts referred to above and hereby further irrevocably waive and agree, not to plead or claim in any such Delaware State or Federal court, and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such Delaware State or Federal court. The Company and the Holder each agrees court that a final judgment in any such action or proceeding has been brought in an inconvenient forum. The parties further agree that the mailing by certified or registered mail, return receipt requested, of any process required by any such court shall be conclusive constitute valid and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the Company and the Holder irrevocably consents to lawful service of process in the manner provided against them, without necessity for notices in Section 10. Nothing in this Warrant will affect the right of the Company or the Holder to serve process in service by any other manner permitted means provided by law. 2 Five years following the Effective Datestatute or rule of court.

Governing Law; Jurisdiction; Venue; Process. This Warrant Agreement shall ------------------------------------------- be governed by and construed in accordance with the law laws of the State of New York without regard to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of New York. The Company and the Holder each hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any Delaware State court, or Federal court of the United States of America, sitting Any legal action in Delaware, and any appellate court from any thereof, in any action or a proceeding arising out of or relating to in connection with this Warrant Agreement shall be brought in the courts of the State of New York, of the County and City of New York or of the United States District Court for recognition or enforcement the Southern District of any judgment relating theretoNew York, and by execution and delivery of this Agreement, the Company and the Holder each parties hereby irrevocably accept for themselves and unconditionally (i) agrees not to commence any such action or proceeding except in such courts, (ii) agrees that any claim in respect of any such action or proceeding may be heard their property, generally and determined in such Delaware State court orunconditionally, to the extent permitted by law, in such Federal court, (iii) waives, to exclusive jurisdiction of the fullest extent it may legally and effectively do so, aforesaid courts. The parties hereby irrevocably waive any objection which it they may now or hereafter have to the laying of jurisdiction or venue of any actions or proceedings arising out of or in connection with this Agreement brought in the courts referred to above and hereby further irrevocably waive and agree, not to plead or claim in any such court that any such action or proceeding has been brought in an inconvenient forum. The parties further agree that the mailing by certified or registered mail, return receipt requested, of any process required by any such Delaware State or Federal court, court shall constitute valid and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such Delaware State or Federal court. The Company and the Holder each agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the Company and the Holder irrevocably consents to lawful service of process in the manner provided against them, without necessity for notices in Section 10. Nothing in this Warrant will affect the right of the Company or the Holder to serve process in service by any other manner permitted means provided by law. 2 Five years following the Effective Datestatute or rule of court.

Governing Law; Jurisdiction; Venue; Process. This Warrant shall be governed by and construed in accordance with the law of the State of New York without regard to any choice of law THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK. Any legal or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of New York. The Company and the Holder each hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any Delaware State court, or Federal court of the United States of America, sitting in Delaware, and any appellate court from any thereof, in any equitable action or proceeding arising out of or relating in connection with this Agreement or in any certificate, report or other instrument delivered under or pursuant to this Warrant any term hereof or any of the Transaction Documents shall be brought in the courts of the State of New York, in the county and city of New York or of the United States District Court for recognition or enforcement the Southern District of any judgment relating theretoNew York, and by execution and delivery of this Agreement, the Company and the Holder each parties hereby irrevocably accept for themselves and unconditionally (i) agrees not to commence any such action or proceeding except in such courts, (ii) agrees that any claim in respect of any such action or proceeding may be heard their property, generally and determined in such Delaware State court orunconditionally, to the extent permitted by law, in such Federal court, (iii) waives, to exclusive jurisdiction of the fullest extent it may legally and effectively do so, aforesaid courts. The parties hereby irrevocably waive any objection which it they may now or hereafter have to the laying of jurisdiction or venue of any actions or proceedings arising out of or in connection with this Agreement or in any certificate, report or other instrument delivered under or pursuant to any term hereof or any of the Transaction Documents brought in the courts referred to above and hereby further irrevocably waive and agree, not to plead or claim in any such court that any such action or proceeding has been brought in an inconvenient forum. The parties further agree that thc mailing by certified or registered mail, return receipt requested, of any process required by any such Delaware State or Federal court, court shall constitute valid and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such Delaware State or Federal court. The Company and the Holder each agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the Company and the Holder irrevocably consents to lawful service of process in the manner provided against them, without necessity for notices in Section 10. Nothing in this Warrant will affect the right of the Company or the Holder to serve process in service by any other manner permitted means provided by law. 2 Five years following the Effective Datestatute or rule of court.