Common use of Governing Law; Jurisdiction Clause in Contracts

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Subject to Section 11.4, all Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate court in which appeal from such courts thereofmay be taken) (the “Specified Courts”). Each party Subject to Section 11.4, each Party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party Party at the applicable address set forth in Section 2(g)11.1. Nothing in this Section 2(d) 11.5 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Subject to Section 7(e), all Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate court in which appeal from such courts thereofmay be taken) (the “Specified Courts”). Each Subject to Section 7(e), each party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and hereto, (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified CourtCourt and (c) waives any bond, surety or other security that might be required of any other party with respect thereto. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawLaw or in equity. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g7(a). Nothing in this Section 2(d7(f) shall affect the right of any party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate court in which appeal from such courts thereofmay be taken) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by in all respects by, and construed in accordance with with, the laws of the State of New YorkYork (without giving effect to its principles of conflicts of laws, without regard to the conflict extent such principles would require or permit the application of law principles thereofthe laws of a jurisdiction other than the State of New York). All Actions Any claim, action or dispute against any Party or any Consenting Convertible Note Holder to this Agreement arising out of or in any way relating to this Agreement shall be heard and determined exclusively brought in any state or federal court the courts of the State of New York located in the City and County of New York or in the Federal Courts of the United States sitting in the State, County and City of New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto of the Parties and Consenting Convertible Note Holders hereby (i) irrevocably submits to the exclusive jurisdiction of any Specified Court such courts for the purpose of any Action arising out of such claim, action or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees dispute; provided that a final judgment in any Action such claim, action or dispute shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. Each party Party and each Consenting Convertible Note Holder irrevocably consents waives and unconditionally agrees not to the service assert, by way of the summons and complaint and any other process a motion, as a defense, counterclaim or otherwise, in any other action or proceeding relating with respect to this Agreement (a) any objection that it may ever have that the laying of venue of any such claim, action or dispute in any federal or state court located in the above named state or city is improper, (b) any objection that any such claim, action or dispute brought in any of the above named courts has been brought in an inconvenient forum or (c) any claim that it is not personally subject to the transactions contemplated by this Agreement, on behalf jurisdiction of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable lawabove named courts.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Subject to Section 7(e), all Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each Subject to Section 7(e), each party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and hereto, (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified CourtCourt and (c) waives any bond, surety or other security that might be required of any other party with respect thereto. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawLaw or in equity. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g7(a). Nothing in this Section 2(d7(f) shall affect the right of any party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any state or federal court located in the County of New York in the State of New York (or in any appellate court thereof) (the “Specified Court Courts”) for the purpose of any Action claim, action, litigation or other legal proceeding arising out of or relating to this Agreement brought by any party hereto or the transactions contemplated hereby (a “Proceeding”), and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such ActionProceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action Proceeding is brought in an inconvenient forum, that the venue of the Action Proceeding is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this AgreementProceeding, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g)6.3. Nothing in this Section 2(d) 6.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Subject to Section 9.4, all Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate court in which appeal from such courts thereofmay be taken) (the “Specified Courts”). Each party Subject to Section 9.4, each Party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party Party at the applicable address set forth in Section 2(g).1. Nothing in this Section 2(d) 9.5 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New YorkDelaware, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New YorkWilmington, New York Delaware (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawLxx. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g2(f). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws of the State of New York, Delaware without regard to the conflict of law laws principles thereof. All Actions actions, claims or other legal proceedings arising out of or relating to this Agreement (a “Proceeding”) shall be heard and determined exclusively in any state or federal court located in New York, New York the State of Delaware (or in any appellate court in which appeal from such courts thereofmay be taken) (the “Specified Courts”). Each party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement Proceeding brought by any party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such ActionProceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action Proceeding is brought in an inconvenient forum, that the venue of the Action Proceeding is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawapplicable law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this AgreementProceeding, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g)6.3. Nothing in this Section 2(d) 6.10 shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, York without regard giving effect to the conflict principles of law principles thereofconflicts of law. All Actions Any legal suit, action or proceeding arising out of or relating to based upon this Agreement shall or the transactions contemplated hereby (“Related Proceedings”) may be heard and determined exclusively instituted in any state or the federal court courts of the United States of America located in New York, New York (or in any appellate courts thereof) (collectively, the “Specified Courts”). Each , and each party hereto hereby (i) irrevocably submits to the non-exclusive jurisdiction of any such Specified Court for the purpose Courts of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, such courts in any such Actionsuit, action or proceeding. Service of any claim that it is not subject personally process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the jurisdiction laying of venue of any suit, action or other proceeding in the above-named courtsSpecified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, that its property is exempt action or immune from attachment or execution, that the Action is other proceeding brought in any such court has been brought in an inconvenient forum. With respect to any Related Proceeding, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each each party irrevocably consents waives, to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts or any other court of competent jurisdiction.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Subject to Section 8(e), all Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each Subject to Section 8(e), each party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and hereto, (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified CourtCourt and (c) waives any bond, surety or other security that might be required of any other party with respect thereto. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawLaw or in equity. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g8(a). Nothing in this Section 2(d8(f) shall affect the right of any party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws Laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g)6.3. Nothing in this Section 2(d) 6.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth or referred to in Section 2(g5(g). Nothing in this Section 2(d5(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, and construed in accordance with with, the internal laws of the State Commonwealth of New York, Massachusetts without regard to the conflict choice of law principles thereof. All Actions arising out Each of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party parties hereto hereby (i) irrevocably submits to the exclusive jurisdiction of any Specified Court the state and federal courts located in the Commonwealth of Massachusetts for the purpose of any Action suit, action, proceeding or judgment relating to or arising out of or relating to this Agreement brought by and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto and (ii) anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally consents to the jurisdiction of any such court in any such suit, action or proceeding and to the above-named courtslaying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that its property is exempt any such suit, action or immune from attachment or execution, that the Action is proceeding brought in any such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by . If any Specified Court. Each party agrees that a final judgment in any Action hereto shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other commence an action or proceeding relating to enforce any provisions of the transactions contemplated Transaction Documents, then, the prevailing party in such action or proceeding shall be reimbursed by this Agreementthe non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, on behalf of itself, or its property, by personal delivery of copies preparation and prosecution of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable lawaction or proceeding.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Subject to Section 9.4, all Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate court in which appeal from such courts thereofmay be taken) (the “Specified Courts”). Each party Subject to Section 9.4, each Party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawXxx. Each party Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party Party at the applicable address set forth in Section 2(g)9.1. Nothing in this Section 2(d) 9.5 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawXxx. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth or referred to in Section 2(g5(h). Nothing in this Section 2(d5(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawLxx. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. (a) This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, and construed in accordance with with, the laws of the State of New YorkYork applicable to contracts executed in and to be performed entirely within that State, without regard to regardless of the laws that might otherwise govern under any applicable conflict of law principles thereof. Laws principles. (b) All Actions actions arising out of or relating to this Agreement shall be heard and determined exclusively in the U.S. federal and New York state courts in the Borough of Manhattan in New York City and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any state such action and irrevocably waive the defense of an inconvenient forum or federal court located lack of jurisdiction to the maintenance of any such action. The consents to jurisdiction and venue set forth in New York, this Section 3.5 shall not constitute general consents to service of process in the State of New York (or and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any appellate courts thereof) (Person other than the “Specified Courts”)parties hereto. Each party hereto hereby (i) submits to the exclusive jurisdiction agrees that service of process upon such party in any Specified Court for the purpose of any Action action arising out of or relating to this Agreement brought shall be effective if notice is given by any party overnight courier at the address set forth in Section 3.8 of this Agreement. The parties hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees agree that a final judgment in any Action such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party irrevocably consents ; provided that nothing in the foregoing shall restrict any party’s rights to the service of the summons and complaint and seek any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itselfpost-judgment relief regarding, or its propertyany appeal from, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable lawa final trial court judgment.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict conflicts of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawXxx. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement shall be governed by, construed and any dispute enforced in accordance with the laws of the Commonwealth of Pennsylvania without regard to the conflict of laws principles thereof. All actions, claims or controversy other legal proceedings arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement (a “Proceeding”) shall be heard and determined exclusively in any state or federal court located in New York, New York Allegheny County in the Commonwealth of Pennsylvania (or in any appellate court in which appeal from such courts thereofmay be taken) (the “Specified Courts”). Each party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement Proceeding brought by any party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such ActionProceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action Proceeding is brought in an inconvenient forum, that the venue of the Action Proceeding is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawapplicable law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this AgreementProceeding, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g)6.2. Nothing in this Section 2(d) 6.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Subject to Section 9.6, all Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts court thereof) (the “Specified Courts”). Each party Subject to Section 9.6, each Party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawXxx. Each party Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at in the applicable address set forth manner provided for notices in Section 2(g)9.3. Nothing in this Section 2(d) 9.7 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Exchange Agreement shall be governed by by, construed and construed enforced in accordance with the laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Actions arising out Without derogating from the agreement to arbitrate in Section 6.2, each party hereto hereby (a) submits to the exclusive jurisdiction of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in the County of New York, York in the State of New York (or in any appellate courts court thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action claim, action, litigation or other legal proceeding arising out of or relating to this Exchange Agreement brought or the transactions contemplated hereby and permitted by any party hereto Section 6.2 (a “Proceeding”), and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such ActionProceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action Proceeding is brought in an inconvenient forum, that the venue of the Action Proceeding is improper, or that this Exchange Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this AgreementProceeding, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the its applicable address set forth in Section 2(g)6.9. Nothing in this Section 2(d) 6.3 shall affect the right of any party hereto to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth or referred to in Section 2(g4(g). Nothing in this Section 2(d4(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in the City of New York, in the State of New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawLxx. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g3(g). Nothing in this Section 2(d3(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and its effect are subject to and shall be construed and enforced in accordance with the law of [*], without regard to its conflicts or choice of law rules or principles, except as to any dispute issue which depends upon the validity, scope or controversy enforceability of any Licensed Patent, which issue shall be determined in accordance with the laws of the country in which such patent was issued. Each of the Parties hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of [*] for any matter arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waivestransactions contemplated hereby, and agrees not to assert by way commence any litigation relating thereto except in such courts. Each of motion, defense or otherwise, in the Parties hereby irrevocably and unconditionally waives any such Action, any claim that it is not subject personally objection to the jurisdiction laying of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that any matter arising out of this Agreement or the transactions contemplated hereby may in the courts of [*] and hereby further irrevocably and unconditionally waives and agrees not be enforced to plead or claim in or by any Specified Courtsuch court that any such matter brought in any such court has been brought in an inconvenient forum. Each party agrees The Parties agree that a final judgment in any Action such matter shall be conclusive and may be enforced in other jurisdictions by suit suits on the judgment or in any other manner provided by Lawlaw. Each party irrevocably consents to Any proceeding brought by either Party under this Agreement shall be exclusively conducted in the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable lawEnglish language.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New YorkYork County, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in the County of New York, York in the State of New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth or referred to in Section 2(g5(g). Nothing in this Section 2(d5(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, Delaware without regard to the conflict of law laws principles thereof. All Subject to Section 7(e), all Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New YorkWilmington, New York Delaware (or in any appellate courts thereof) (the “Specified Courts”). Each Subject to Section 7(e), each party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and hereto, (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified CourtCourt and (c) waives any bond, surety or other security that might be required of any other party with respect thereto. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawLaw or in equity. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g7(a). Nothing in this Section 2(d7(f) shall affect the right of any party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, and construed in accordance with with, the laws of the State of New York, York (without regard giving effect to the conflict its choice of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”principles). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose For purposes of any Action arising out of or relating to in connection with this Agreement brought by or any transaction contemplated hereby, each party hereto and (iia) irrevocably waivessubmits to the exclusive jurisdiction and venue of any state or federal court located within New York County, State of New York (or in any court in which appeal from such courts may be taken), (b) agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth in Section 7.2 shall be effective service of process for any Action with respect to any matters to which it has submitted to jurisdiction in this Section 7.9, (c) waives and agrees covenants not to assert or plead, by way of motion, as a defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or executionsuch court, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, improper or that this Agreement or the transactions contemplated hereby subject matter hereof may not be enforced in or by such court, and hereby agrees not to challenge such jurisdiction or venue by reason of any Specified Courtoffsets or counterclaims in any such Action, and (d) waives any bond, surety or other security that might be required of any other party with respect thereto. Each party hereto agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process law or in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable lawequity.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g2(f). Nothing in this Section 2(d2(c) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, Delaware without regard to the conflict of law laws principles thereof. All Subject to Section 7(e), all Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York Delaware (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto Subject to Section 7(e), each Party hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and Party, (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified CourtCourt and (c) waives any bond, surety or other security that might be required of any other Party with respect thereto. Each party Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawLaw or in equity. Each party Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party Party at the applicable address set forth in Section 2(g7(a). Nothing in this Section 2(d7(f) shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New YorkFlorida, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New YorkSarasota, New York Florida (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawXxx. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g2(f). Nothing in this Section 2(d2(c) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”)York. Each party Party hereto hereby (iA) submits to the exclusive jurisdiction of any Specified Court state or federal court located in New York, New York, for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iiB) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Courtof the above-named courts. Each party Party 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 party Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itselfitself or himself, or its or his property, by personal delivery of copies of such process to such party Party at the applicable address set forth in Section 2(g)11.1. Nothing in this Section 2(d) 11.3 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”)county. Each party The Parties hereto hereby (iA) submits submit to the exclusive jurisdiction of any Specified Court New York county state or federal court for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iiB) irrevocably waiveswaive, and agrees agree not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Courtof the above-named courts. Each party of Purchaser, the Company and the Company Shareholders agrees that a final judgment in any Action 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 party of Purchaser, the Company and Company Shareholders irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, itself or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g)Party. Nothing in this Section 2(d) 9.4 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Actions Subject to Section 6.10, all actions, claims or other legal proceedings arising out of or relating to this Agreement (a “Proceeding”) shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate court in which appeal from such courts thereofmay be taken) (the “Specified Courts”). Each Subject to Section 6.10, each party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement Proceeding brought by any party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such ActionProceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action Proceeding is brought in an inconvenient forum, that the venue of the Action Proceeding is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this AgreementProceeding, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g)6.3. Nothing in this Section 2(d) 6.11 shall affect the right of any party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any state or federal court located in the County of New York in the State of New York (or in any appellate court thereof) (the “Specified Court Courts”) for the purpose of any Action claim, action, litigation or other legal proceeding arising out of or relating to this Agreement brought by any party hereto or the transactions contemplated hereby (a “Proceeding”), and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such ActionProceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action Proceeding is brought in an inconvenient forum, that the venue of the Action Proceeding is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this AgreementProceeding, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g)6.3. Nothing in this Section 2(d) 6.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New YorkDelaware, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New YorkWilmington, New York Delaware (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth or referred to in Section 2(g5(g). Nothing in this Section 2(d5(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York City in the Borough of Manhattan (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawXxx. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g2(f). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Subject to Section 11.4, all Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts court thereof) (the “Specified Courts”). Each party Subject to Section 11.4, each Party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party Party at the applicable address set forth in Section 2(g)11.1. Nothing in this Section 2(d) 11.5 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, York without regard giving effect to the conflict principles of law principles thereofconflicts of law. All Actions Any legal suit, action or proceeding arising out of or relating to based upon this Agreement shall or the transactions contemplated hereby (“Related Proceedings”) may be heard and determined exclusively instituted in any the federal courts of the United States of America or the state or federal court courts of New York State located in New York, New York (or in any appellate courts thereof) (collectively, the “Specified Courts”). Each , and each party hereto hereby (i) irrevocably submits to the non-exclusive jurisdiction of any such Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, Courts in any such Actionsuit, action or proceeding. Service of any claim that it is not subject personally process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the jurisdiction laying of venue of any suit, action or other proceeding in the above-named courtsSpecified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, that its property is exempt action or immune from attachment or execution, that the Action is other proceeding brought in any such court has been brought in an inconvenient forum. With respect to any Related Proceeding, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each each party irrevocably consents waives, to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts or any other court of competent jurisdiction.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New YorkColorado, without regard to the its conflict of law principles thereoflaws principles. All Actions actions, suits or proceedings (each an “Action”, and, collectively, “Actions”), arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereofhaving original jurisdiction over) El Paso County, Colorado (the “Specified Courts”). Each party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the contemplated transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawXxx. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g2(d). Nothing in this Section 2(d2(e) shall affect the right of any party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Subject to Section 11.4, all Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate court in which appeal from such courts thereofmay be taken) (the “Specified Courts”). Each party Subject to Section 11.4, each Party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawXxx. Each party Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party Party at the applicable address set forth in Section 2(g)11.1. Nothing in this Section 2(d) 11.5 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws internal Laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g)6.3. Nothing in this Section 2(d) 6.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Subject to Section 7(e), all Actions arising out of or relating to this Agreement shall will be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts court thereof) (the “Specified Courts”). Each Subject to Section 7(e), each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and hereto, (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified CourtCourt and (iii) waives any bond, surety or other security that might be required of any other party with respect thereto. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawLaw or in equity. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g7(a). Nothing in this Section 2(d7(f) shall affect the right of any party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Subject to Section 8.6, all Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts court thereof) (the “Specified Courts”). Each party Subject to Section 8.6, each Party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at in the applicable address set forth manner provided for notices in Section 2(g)8.3. Nothing in this Section 2(d) 8.7 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, Delaware without regard to the conflict of law laws principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate court in which appeal from such courts thereofmay be taken) (the “Specified Courts”). Each party Party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party Party at the applicable address set forth in Section 2(g)10.1. Nothing in this Section 2(d) 10.4 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with with, the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts court thereof) (the “Specified Courts”). Each party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and hereto, (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courtsSpecified Courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified CourtCourt and (c) waives any bond, surety or other security that might be required of any other party with respect thereto. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawLaw or in equity. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action Action arising out of or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g8(a). Nothing in this Section 2(d8(e) shall affect the right of any party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. (a) This Agreement and any claim, controversy or dispute arising under or controversy arising out of or relating related to this Agreement Agreement, whether arising in contract, tort or otherwise, shall be governed by and construed in accordance with the laws of the State of New York, without regard giving effect to the conflict principles of law principles comity or conflicts of laws thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents agrees that any legal action, suit or proceeding brought by it in any way arising out of this Agreement must be brought solely and exclusively in, and will be subject to the service laws of in the State of New York, and each party irrevocably submits to the sole and exclusive personal jurisdiction of the summons and complaint and any other process courts in the State of New York. Notwithstanding the foregoing, claims for equitable relief may be brought in any other action or proceeding relating court with proper jurisdiction within the United States, but such claims will be subject to the laws of the State of New York. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the transactions contemplated by this Agreement. The Uniform Computer Information Transactions Act (“UCITA”) will not apply to this Agreement or any Schedule regardless of when and howsoever adopted, on behalf enacted and further amended under the laws of itselfthe State of New York or any other state. If UCITA is adopted and enacted in the State of New York or any other state and, or its property, by personal delivery of copies as a result of such process adoption and enactment or any subsequent amendment thereto, the parties are required to such party at take any action to effectuate the applicable address set forth in Section 2(g). Nothing in result contemplated by this Section 2(d) shall affect 18.4, including amending this Agreement, the right of any party parties agree to serve legal process in any other manner permitted by applicable lawtake such action as may be reasonably required, including amending this Agreement accordingly.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, Delaware without regard to the any choice of law or conflict of law laws principles thereofthereof that would cause the application of the Law of any jurisdiction other than the state of Delaware. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New YorkCastle County, New York Delaware (or in any appellate courts court thereof) (the “Specified Courts”). Each party Party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawLxx. Each party Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party Party at the applicable address set forth in Section 2(g)7.5. Nothing in this Section 2(d) 7.12 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Subject to Section 12.4, all Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate court in which appeal from such courts thereofmay be taken) (the “Specified Courts”). Each party Subject to Section 12.4, each Party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party Party at the applicable address set forth in Section 2(g)12.1. Nothing in this Section 2(d) 12.5 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement shall be governed by, construed and any dispute enforced in accordance with the laws of the Commonwealth of Pennsylvania without regard to the conflict of laws principles thereof. All actions, claims or controversy other legal proceedings arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement (a “Proceeding”) shall be heard and determined exclusively in any state or federal court located in New York, New York Philadelphia County in the Commonwealth of Pennsylvania (or in any appellate court in which appeal from such courts thereofmay be taken) (the “Specified Courts”). Each party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement Proceeding brought by any party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such ActionProceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action Proceeding is brought in an inconvenient forum, that the venue of the Action Proceeding is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawapplicable law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this AgreementProceeding, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g)6.2. Nothing in this Section 2(d) 6.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, Delaware without regard to the conflict of law laws principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New YorkCastle County, New York Delaware. The Parties hereby: (or in any appellate courts thereofa) (the “Specified Courts”). Each party hereto hereby (i) submits submit to the exclusive jurisdiction of any Specified Court Delaware state or federal court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto Party and (iib) irrevocably waiveswaive, and agrees agree not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Courtof the above-named courts. Each party of Parent, Merger Sub, and Chaparral agrees that a final judgment in any Action action or proceeding with respect to which all appeals have been taken or waived, shall be conclusive and may be enforced in any other jurisdictions jurisdiction by suit on the judgment or in any other manner provided by Law. Each party of Parent, Merger Sub, and Chaparral irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, itself or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g)Party. Nothing in this Section 2(d) 9.4 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Subject to Sections 1.14 and 11.4, all Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts court thereof) (the “Specified Courts”). Each party Subject to Sections 1.14 and 11.4, each Party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party Party at the applicable address set forth in Section 2(g)11.1. Nothing in this Section 2(d) 11.5 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawLxx. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth or referred to in Section 2(g6(g). Nothing in this Section 2(d6(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This All of the terms of this Agreement and the duties, rights and remedies of the parties to it and any dispute and all matters arising directly or controversy indirectly herefrom and therefrom shall be governed by and construed according to the laws of the State of New Jersey without respect to the conflicts of law provisions thereof. Each of the parties hereto hereby (i) irrevocably consents and submits to the sole exclusive personal jurisdiction and venue of the state and federal courts in New Jersey (and of the appropriate appellate courts from any of the foregoing) in connection with any proceeding directly or indirectly arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating Agreement; provided that a party to this Agreement shall be heard and determined exclusively entitled to enforce an order or judgment of such court in any state United States or federal foreign court located having jurisdiction over the other party hereto, (ii) waives, to the fullest extent permitted by law, any immunity from jurisdiction of any such court or from any legal process therein, (iii) agrees not to commence any proceeding other than in New Yorksuch courts and (iv) agrees that service of any summons, New York (complaint, notice or other process relating to any proceeding in any appellate courts thereof) (connection herewith may be effected in the “Specified Courts”)manner provided for the giving of notice hereunder as set forth in Section 18 below. Each party hereto hereby (i) submits waives to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner fullest extent permitted by applicable law, any right it or he may have to a trial by jury in respect to any suit, action or other proceeding directly or indirectly arising out of, under or in connection with this Agreement.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth or referred to in Section 2(g6(g). Nothing in this Section 2(d6(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. (a) This Agreement Amendment shall be governed by, and construed and enforced in accordance with, the laws of the state of Delaware. (b) Any judicial proceeding brought against any of the parties to this Amendment in connection with any dispute or controversy arising out of this Amendment or relating to this Agreement shall the transactions contemplated hereby (each, a "Proceeding") may be governed by and construed brought in accordance with the laws courts of the State of New York, without regard to or in the conflict United States District Court for the Southern District of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (and, by execution and delivery of this Amendment, each of the “Specified Courts”). Each party hereto hereby (i) submits parties to this Amendment accepts the exclusive jurisdiction of such courts, and irrevocably agrees to be bound by any Specified Court judgment rendered thereby in connection with this Amendment. The foregoing consent to jurisdiction shall not constitute general consents to service of process in the State of New York for any purpose except as provided above and shall not be deemed to confer rights on any Person other than the purpose respective parties to this Amendment. Each of the Sellers, Sellers' Representative and Purchaser agree that service of any Action arising out of process, summons, notice or relating to this Agreement brought document by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process U.S. registered mail to such party at the applicable party's address as set forth in Section 2(g). Nothing the Agreement shall be effective service of process for any action, suit or proceeding in this Section 2(d) shall affect the right State of New York with respect to any party to serve legal process in any other manner permitted by applicable lawProceeding.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Subject to Section 11.4, all Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate court in which appeal from such courts thereofmay be taken) (the “Specified Courts”). Each party Subject to Section_11.4, each Party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party Party at the applicable address set forth in Section 2(g)11.1. Nothing in this Section 2(d) 11.5 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Actions Subject to Section 6.10, all actions, claims or other legal proceedings arising out of or relating to this Agreement (a “Proceeding”) shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each Subject to Section 6.10, each party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement Proceeding brought by any party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such ActionProceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action Proceeding is brought in an inconvenient forum, that the venue of the Action Proceeding is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this AgreementProceeding, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g)6.3. Nothing in this Section 2(d) 6.11 shall affect the right of any party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”)County. Each party The Parties hereto hereby (iA) submits submit to the exclusive jurisdiction of any Specified Court New York County state or federal court for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iiB) irrevocably waiveswaive, and agrees agree not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Courtof the above-named courts. Each party of Datasea, the Company and the Company Shareholders agrees that a final judgment in any Action 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 party of Datasea, the Company and Company Shareholders irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, itself or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g)Party. Nothing in this Section 2(d) 9.4 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This In connection with Section 5-1401 of the General Obligations Law of the State of New York, this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York without regard to principles of conflicts of law that would result in the application of the substantive law of another jurisdiction. Subject to Section 6.11, any dispute action, proceeding or controversy claim arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement (a “Proceeding”) shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate court in which appeal from such courts thereofmay be taken) (the “Specified Courts”). Each Subject to Section 6.11, each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement Proceeding brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such ActionProceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action Proceeding is brought in an inconvenient forum, that the venue of the Action Proceeding is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawapplicable law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g)6.3. Nothing in this Section 2(d) 6.10 shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawXxx. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth or referred to in Section 2(g5(g). Nothing in this Section 2(d5(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth or referred to in Section 2(g7(h). Nothing in this Section 2(d7(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement Debenture shall be governed by and construed in accordance with the laws of the State of New York, York without regard to the conflict of law conflicts-of-laws principles thereof. All Actions arising out of or relating to this Agreement shall be heard The Company and determined exclusively in any state or federal court located in New York, New York each Subsidiary hereby irrevocably (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (ia) submits to the exclusive jurisdiction of, and agrees that any action, suit or other proceeding at law, in equity or otherwise, shall only be brought in the Supreme Court, New York County, or Federal District Court for the Southern District of any Specified Court New York, for the purpose of any Action such suit, action or other proceeding arising out of or relating based upon this Debenture or the transactions contemplated hereby ("Action"); (b) waives, to this Agreement brought the extent not prohibited by any party hereto and (ii) irrevocably waivesapplicable law, rule or regulation, and agrees not to assert assert, by way of motion, as a defense or otherwise, in any such Action, any claim that it any such person is not subject personally to the jurisdiction of the above-named aforementioned courts, that its property is exempt or immune from attachment or execution, that any such action brought in the Action aforementioned court is brought in an inconvenient forum, that the venue of any such action brought in the Action aforementioned court is improper, or that this Agreement Debenture, or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive such court; and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably (c) consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated such Action by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g)recognized overnight courier service. Nothing in this Section 2(d) herein shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New YorkDelaware, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto Party hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto Party and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawLxx. Each party Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party Party at the applicable address set forth in Section 2(g2(f). Nothing in this Section 2(d2(c) shall affect the right of any party Party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”)County. Each party The Parties hereto hereby (iA) submits submit to the exclusive jurisdiction of any Specified Court New York County state or federal court for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iiB) irrevocably waiveswaive, and agrees agree not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Courtof the above-named courts. Each party of PMIN, the Company and the Company Shareholders agrees that a final judgment in any Action 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 LawXxx. Each party of PMIN, the Company and Company Shareholders irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, itself or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g)Party. Nothing in this Section 2(d) 9.4 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, Delaware without regard to the conflict of law laws principles thereof. All Subject to Section 1.15, all Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts court thereof) (the “Specified Courts”). Each party hereto Subject to Section 1.15, each Party hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawLxx. Each party Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party Party at the applicable address set forth in Section 2(g)10.01. Nothing in this Section 2(d) 10.04 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, Nevada without regard to the conflict of law laws principles thereof. All Subject to Section 11.4, all Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New YorkXxxxx County, New York Nevada (or in any appellate court in which appeal from such courts thereofmay be taken) (the “Specified Courts”). Each party Subject to Section 11.4, each Party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party Party at the applicable address set forth in Section 2(g)11.1. Nothing in this Section 2(d) 11.5 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating its effect are subject to this Agreement and shall be governed by construed and construed enforced in accordance with the laws law of the State of New York, without regard to its conflicts of laws, except as to any issue which depends upon the conflict validity, scope or enforceability of law principles thereofany Amgen Patent, Kite Patent or Collaboration Patent, which issue shall be determined in accordance with the laws of the country in which such patent was issued, and except with respect to any issue of inventorship of any Collaboration IP, which shall be determined in accordance with U.S. federal law. All Actions Each of the Parties hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of New York for any matter arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waivestransactions contemplated hereby, and agrees not to assert by way commence any litigation relating thereto except in such courts. Each of motion, defense or otherwise, in the Parties hereby irrevocably and unconditionally waives any such Action, any claim that it is not subject personally objection to the jurisdiction laying of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that any matter arising out of this Agreement or the transactions contemplated hereby may in the courts of the State of New York and hereby further irrevocably and unconditionally waives and agrees not be enforced to plead or claim in or by any Specified Courtsuch court that any such matter brought in any such court has been brought in an inconvenient forum. Each party agrees The Parties agree that a final judgment in any Action such matter shall be conclusive and may be enforced in other jurisdictions by suit suits on the judgment or in any other manner provided by Lawlaw. Each party irrevocably consents to Any proceeding brought by either Party under this Agreement shall be exclusively conducted in the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable lawEnglish language.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, Delaware without regard to the conflict of law laws principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”)Delaware. Each party The Parties hereto hereby (iA) submits submit to the exclusive jurisdiction of any Specified Court Delaware state or federal court for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iiB) irrevocably waiveswaive, and agrees agree not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Courtof the above-named courts. Each party of Radiancy, PhotoMedex and Merger Sub agrees that a final judgment in any Action 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 party of Radiancy, PhotoMedex and Merger Sub irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, itself or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g)Party. Nothing in this Section 2(d) 8.4 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict conflicts of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawLxx. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, Delaware without regard to the conflict of law laws principles thereof. All Subject to Section 10.4, all Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate court in which appeal from such courts thereofmay be taken) (the “Specified Courts”). Each party Subject to Section 10.4, each Party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party Party at the applicable address set forth in Section 2(g)10.1. Nothing in this Section 2(d) 10.5 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Subject to Section 7(e), all Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in the Southern District of New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each Subject to Section 7(e), each party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and hereto, (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified CourtCourt and (c) waives any bond, surety or other security that might be required of any other party with respect thereto. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawLaw or in equity. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g7(a). Nothing in this Section 2(d7(f) shall affect the right of any party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Actions Subject to Section 6.10, all actions, claims or other legal proceedings arising out of or relating to this Agreement (a “Proceeding”) shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate court in which appeal from such courts thereofmay be taken) (the “Specified Courts”). Each Subject to Section 6.10, each party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement Proceeding brought by any party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such ActionProceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action Proceeding is brought in an inconvenient forum, that the venue of the Action Proceeding is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this AgreementProceeding, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g)6.3. Nothing in this Section 2(d) 6.11 shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, Delaware without regard to the conflict of law laws principles thereof. All Subject to Section 9.6, all Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New YorkWilmington, New York Delaware (or in any appellate courts court thereof) (the “Specified Courts”). Each party Subject to Section 9.6, each Party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at in the applicable address set forth manner provided for notices in Section 2(g)9.3. Nothing in this Section 2(d) 9.7 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, Delaware without regard to the conflict of law laws principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New YorkCastle County, New York Delaware. The Parties hereby: (or in any appellate courts thereofa) (the “Specified Courts”). Each party hereto hereby (i) submits submit to the exclusive jurisdiction of any Specified Court Delaware state or federal court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto Party and (iib) irrevocably waiveswaive, and agrees agree not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Courtof the above-named courts. Each party of Parent, Merger Sub, and the Company agrees that a final judgment in any Action action or proceeding with respect to which all appeals have been taken or waived, shall be conclusive and may be enforced in any other jurisdictions jurisdiction by suit on the judgment or in any other manner provided by Law. Each party of Parent, Merger Sub, and the Company irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, itself or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g)Party. Nothing in this Section 2(d) 9.4 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”)York. Each party The Parties hereto hereby (iA) submits submit to the exclusive jurisdiction of any Specified Court state or federal court located in New York, New York, for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iiB) irrevocably waiveswaive, and agrees agree not to assert by way of motion, defense or otherwise, in any such Action, any claim that he, she or it is not subject personally to the jurisdiction of the above-named courts, that its his, her or property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Courtof the above-named courts. Each party Party agrees that a final judgment in any Action 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 party Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of himself, herself or itself, or his, her or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g)Party. Nothing in this Section 2(d) 9.4 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute Proceeding or controversy arising out of other matter relating hereto or relating to this Agreement thereto (or the negotiation hereof) shall be governed by construed and construed enforced in accordance with the laws of the State of New York, York without regard giving effect to the conflict any conflicts of law principles thereofrules or provisions that would compel the application of the substantive laws of another jurisdiction. All Actions Proceedings arising out of or relating to this Agreement (or the negotiation hereof) shall be heard and determined exclusively in any state or federal court the courts of the State of New York located in the City and County of New York, Borough of Manhattan, and the appellate courts therefrom or, solely to the extent such courts lack jurisdiction, any federal court sitting in the State of New York (or in and any appellate courts thereof) (therefrom. Consistent with the “Specified Courts”). Each party preceding sentence, the parties hereto hereby (ia) submits submit to the exclusive jurisdiction of any Specified Court such courts for the purpose of any Action arising out of or relating to this Agreement such Proceeding brought by any party hereto and (iib) irrevocably waiveswaive, and agrees agree not to assert by way of motion, defense defense, or otherwise, in any such ActionProceeding, any claim that it is not subject personally to the jurisdiction of the above-above named courts, that its property is exempt or immune from attachment or execution, that the Action Proceeding is brought in an inconvenient forum, that the venue of the Action Proceeding is improper, or that this Agreement or the transactions contemplated hereby by this Agreement may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g)above named courts. Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Subject to Section 9.4, all Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts court thereof) (the “Specified Courts”). Each party Subject to Section 9.4, each Party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party Party at the applicable address set forth in Section 2(g)9.1. Nothing in this Section 2(d) 9.5 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, Delaware without regard to the conflict of law laws principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate court in which appeal from such courts thereofmay be taken) (the “Specified Courts”). Each party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g)10.1. Nothing in this Section 2(d) 10.4 shall affect the right of any party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, Delaware without regard to the any choice of law or conflict of law laws principles thereofthereof that would cause the application of the Law of any jurisdiction other than the state of Delaware. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New YorkCastle County, New York Delaware (or in any appellate courts court thereof) (the “Specified Courts”). Each party Party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawLxx. Each party Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party Party at the applicable address set forth in Section 2(g)7.5. Nothing in this Section 2(d) 7.11 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, Delaware without regard to the conflict of law laws principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”)York. Each party The Parties hereto hereby (iA) submits submit to the exclusive jurisdiction of any Specified Court Delaware state or federal court for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iiB) irrevocably waiveswaive, and agrees agree not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Courtof the above-named courts. Each party of Parent, Merger Sub and the Company agrees that a final judgment in any Action 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 party of Parent, Merger Sub and the Company irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, itself or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g)Party. Nothing in this Section 2(d) 9.4 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New YorkDelaware, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New YorkWilmington, New York Delaware (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute all matters arising directly or controversy arising out of or relating to this Agreement indirectly herefrom shall be governed by and construed in accordance with the General Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal laws of the State of New YorkDelaware, without regard to the conflict its principles of law principles thereofconflicts of laws. All Actions arising out of or relating to this Agreement shall be heard The parties (a) hereby irrevocably and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits unconditionally submit to the sole and exclusive jurisdiction of any Specified Court the state and federal courts located in the State of Delaware for the purpose of any Action suit, action or other proceeding arising out of or relating to based upon this Agreement brought by (“Covered Matters”), (b) agree not to commence any party hereto suit, action or other proceeding arising out of or based upon any Covered Matters except in the state courts or federal courts located in the State of Delaware, and (iic) irrevocably waiveshereby waive, and agrees agree not to assert assert, by way of motion, defense as a defense, or otherwise, in any such Actionsuit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action suit, action or proceeding is brought in an inconvenient forum, that the venue of the Action suit, action or proceeding is improper, improper or that this Agreement or the transactions contemplated hereby subject matter of any Covered Matter may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable lawcourt.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby, shall be governed by, and any dispute construed in accordance with, the Laws of the State of [Delaware], without giving effect to principles or controversy rules of conflict of laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction. Any Action based upon, arising out of or relating related to this Agreement shall or the transactions contemplated hereby may be governed by brought in federal and construed state courts located in accordance with the laws of the State of New YorkDelaware, without regard to and each of the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party parties hereto hereby (i) irrevocably submits to the exclusive jurisdiction of each such court in any Specified Court for such Action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the purpose of Action shall be heard and determined only in any such court, and agrees not to bring any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not in any other court. Nothing herein contained shall be enforced deemed to affect the right of any Party to serve process in any manner permitted by Law or by to commence legal proceedings or otherwise proceed against any Specified Court. Each party agrees that a final judgment other Party in any other jurisdiction, in each case, to enforce judgments obtained in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawbrought pursuant to this Section 2(d). Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Actions arising out of or relating Without derogating from the agreement to this Agreement shall be heard and determined exclusively arbitrate in any state or federal court located in New YorkSection 6.9, New York (or in any appellate courts thereof) (the “Specified Courts”). Each each party hereto hereby (i) submits to the exclusive jurisdiction of any state or federal court located in the County of New York in the State of New York (or in any appellate court thereof) (the “Specified Court Courts”) for the purpose of any Action claim, action, litigation or other legal proceeding arising out of or relating to this Agreement brought or the transactions contemplated hereby and permitted by any party hereto Section 6.9 (a “Proceeding”), and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such ActionProceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action Proceeding is brought in an inconvenient forum, that the venue of the Action Proceeding is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action 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 party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this AgreementProceeding, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g)6.3. Nothing in this Section 2(d) 6.10 shall affect the right of any party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth or referred to in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Escrow Agreement shall be governed by construed, performed and construed enforced in accordance with with, and governed by, the laws of the State of New York, without regard giving effect to the conflict principles of law principles conflicts of laws thereof. All Actions The parties hereto irrevocably submit to the jurisdiction of the Bankruptcy Court with respect to any suit, action or proceeding arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”)Escrow Agreement. Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified CourtEACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS ESCROW AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this AgreementThe parties hereto, on behalf of itselfthemselves and their respective heirs, successors, and assigns, hereby covenant and agree to not institute or its property, by personal delivery of copies of such process cause to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right be instituted or continue prosecution of any party to serve legal process suit or other form of action or proceeding of any kind or nature whatsoever against Investor by reason of or in any other manner permitted by applicable lawconnection with this Escrow Agreement; provided, however, that nothing shall prohibit REP from instituting an action against Escrow Agent for release of the Escrow Amount or prohibit Escrow Agent from commencing an interpleader action that names REP as a defendant.

Governing Law; Jurisdiction. This Agreement shall be governed by, construed and enforced in accordance with the Laws of the State of Delaware without regard to the conflict of laws principles thereof except for the transfer of the Purchased Shares. including ownership, any dispute or controversy arising out of or relating related rights and the items to this Agreement be delivered in connection therewith under Section 2.2(f) to (i), which shall be governed by and construed in accordance with the laws substantive law of Switzerland, excluding the State principles of New York, without regard to the conflict of law principles thereofinternational private law. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York Delaware (or in any appellate courts court thereof) (the “Specified Courts”). Each party Party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawXxx. Each party Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding Action relating to the transactions contemplated by this AgreementTransactions, on behalf of itself, or its property, by personal delivery of copies of such process to such party Party at the applicable address set forth in Section 2(g)9.1. Nothing in this Section 2(d) 9.4 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in the County of New York, York in the State of New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawLxx. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth or referred to in Section 2(g5(g). Nothing in this Section 2(d5(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawLxx. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth or referred to in Section 2(g5(h). Nothing in this Section 2(d5(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Subject to Sections 1.13 and 10.4, all Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts court thereof) (the “Specified Courts”). Each party Subject to Sections 1.13 and 10.4, each Party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party Party at the applicable address set forth in Section 2(g)10.1. Nothing in this Section 2(d) 10.5 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. a) This Agreement Guarantee shall be construed in accordance with and governed by the law of the State of New York. b) The Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any dispute relevant appellate court, in any action or controversy proceeding arising out of or relating to this Agreement shall be governed by Guarantee, or for recognition or enforcement of any judgment, and construed each party hereto hereby irrevocably and unconditionally agrees that all claims in accordance with the laws respect of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of any such action or relating to this Agreement shall proceeding may be heard and determined exclusively in any state or federal court located in New YorkYork State court or, New York (or to the extent permitted by law, in any appellate courts thereof) (the “Specified Courts”)such Federal court. Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action 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 Lawlaw. c) The Guarantor irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guarantee in any court referred to in subsection (b) of this Section. Each party hereto irrevocably consents waives, to the service fullest extent permitted by law, the defense of an inconvenient forum to the summons and complaint and maintenance of any other process in any other such suit, action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable lawsuch court.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, Delaware without regard to the any choice of law or conflict of law laws principles thereofthereof that would cause the application of the Law of any jurisdiction other than the state of Delaware. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New YorkCastle County, New York Delaware (or in any appellate courts court thereof) (the “Specified Courts”). Each party Party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawLxx. Each party Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party Party at the applicable address set forth in Section 2(g)13.1. Nothing in this Section 2(d) 13.4 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New YorkDelaware, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New YorkDelaware, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York the State of Delaware (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New YorkDelaware, without regard to principles of conflicts of laws. The parties hereto hereby declare that it is their intention that this Agreement shall be regarded as made under the conflict laws of law principles thereofthe State of Delaware and that the laws of said State shall be applied in interpreting its provisions in all cases where legal interpretation shall be required. All Actions Each of the parties hereto: (a) agrees that this Agreement involves at least $100,000.00, (b) agrees that this Agreement has been entered into by the parties hereto in express reliance upon 6 Del. C. § 2708, (c) irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware with respect to all actions and proceedings arising out of or relating to this Agreement and the transactions contemplated hereby; (d) agrees that all claims with respect to any such action or proceeding shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate such courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense commence any action or otherwise, in any such Action, any claim that it is not subject personally proceeding relating to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced except in such courts; (e) irrevocably and unconditionally waives any objection to the laying of venue of any action or by any Specified Court. Each party proceeding arising out of this Agreement or the transactions contemplated hereby and irrevocably and unconditionally waives the defense of an inconvenient forum; and (f) agrees that a final judgment in any Action 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 party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New YorkDelaware, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York the State of Delaware (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth or referred to in Section 2(g5(g). Nothing in this Section 2(d5(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.