Common use of GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM Clause in Contracts

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. Waiver of Trial by Jury. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement exclusively in the Chosen Courts and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement (a) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (b) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (c) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (d) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 13. Seller irrevocably designates The Corporation Trust Company as its agent and attorney-in-fact for the acceptance of service of process and making an appearance on its behalf in any such claim or proceeding and for the taking of all such acts as may be necessary or appropriate in order to confer jurisdiction over it before the Chosen Courts and further stipulates that such consent and appointment is irrevocable and coupled with an interest. Each party hereto irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. Waiver This Agreement shall be construed in accordance with the laws of Trial by Jury. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWthe State of New York, without regard to conflict of law provisions thereof. Each party hereto agrees that it shall bring up any action or proceeding in respect of any claim arising out of or related to this Agreement agreement or the transactions contained in or and contemplated by this Agreement Agreement, whether in tort or contract or at law or in equity, exclusively in the United States District Court for the Southern District of New York or, if such court is not available, the Supreme Court of the State of New York (the "Chosen Courts Courts") and solely in connection with claims arising under this Agreement or the transactions that are the subject of contained in or contemplated by this Agreement (ai) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (bii) waives any objection to laying venue in any such action or proceeding in the Chosen CourtsCourts and agrees not to commence any action in respect of any such claim in any other court or forum, (ciii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto hereto, (iv) waives any right to a trial by jury and (dv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 1318 of this Agreement. Seller irrevocably designates The Without limiting the foregoing, each of the Corporation Trust Company as its and the Holder hereby appoints, in the case of any such action or proceeding brought in the courts of or in the State of New York, CT Corporation System with offices on the date hereof at 111 8th Avenue, 13th Floor, New York, N.Y. 10011 to receive, for it and xx xxx xxxxxx, xxxxxxx xx xxxxxxx xx xxx Xxxxx of New York with respect thereto, provided the Corporation and the Holder may appoint any other person, reasonably acceptable to the other party, with offices in the State of New York to replace such agent and attorney-in-fact for the acceptance of service of process and making an appearance on its behalf in any upon delivery to the other party of a reasonably acceptable agreement of such claim or proceeding and for the taking of all such acts as may be necessary or appropriate in order new agent agreeing to confer jurisdiction over it before the Chosen Courts and further stipulates that such consent and appointment is irrevocable and coupled with an interest. Each party hereto irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated herebyact.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. Waiver of Trial by Jury. THIS AGREEMENT SHALL IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN NEW YORK, WITHOUT REGARD GIVING EFFECT TO PRINCIPLES ITS CONFLICT OF CONFLICTS OF LAWLAWS PRINCIPLES. Each party Party to this Agreement agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement, to the extent possible, in federal or state courts located in the City of New York, Borough of Manhattan. Notwithstanding the foregoing consent to jurisdiction, upon the commencement of the Chapter 11 Cases, each of the Parties hereby agrees that, if the Chapter 11 Cases are pending, the Bankruptcy Court shall have exclusive jurisdiction over all matters arising out of or in connection with this Agreement. Each Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or Agreement, to the transactions contained in or contemplated by this Agreement exclusively extent possible, in the Chosen Courts Bankruptcy Court, and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement Agreement: (a) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, Bankruptcy Court; (b) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, Bankruptcy Court; (c) waives any objection that the Chosen Courts are Bankruptcy Court is an inconvenient forum or do does not have jurisdiction over any party hereto Party hereto; and (d) agrees that service consents to entry of process upon such party in any such action a Final Order or proceeding shall be effective if notice is given in accordance with Section 13. Seller irrevocably designates The Corporation Trust Company as its agent and attorney-in-fact for judgment by the acceptance of service of process and making an appearance on its behalf in any such claim or proceeding and for the taking of all such acts as may be necessary or appropriate in order to confer jurisdiction over it before the Chosen Courts and further stipulates that such consent and appointment is irrevocable and coupled with an interest. Each party hereto irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated herebyBankruptcy Court.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. Waiver This Agreement shall be construed in accordance with the laws of Trial by Jury. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWthe State of New York, without regard to conflict of law provisions thereof. Each party hereto agrees that it shall bring up any action or proceeding in respect of any claim arising out of or related to this Agreement agreement or the transactions contained in or and contemplated by this Agreement Agreement, whether in tort or contract or at law or in equity, exclusively in the United States District Court for the Southern District of New York or, if such court is not available, the Supreme Court of the State of New York for the county of New York (the "Chosen Courts Courts") and solely in connection with claims arising under this Agreement or the transactions that are the subject of contained in or contemplated by this Agreement (ai) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (bii) waives any objection to laying venue in any such action or proceeding in the Chosen CourtsCourts and agrees not to commence any action in respect of any such claim in any other court or forum, (ciii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto hereto, (iv) waives any right to a trial by jury and (dv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 1310 of this Agreement. Seller irrevocably designates The Without limiting the foregoing, each of the Corporation Trust Company as and the Purchaser hereby appoints, in the case of any such action or proceeding brought in the courts of or in the State of New York, CT Corporation system with its agent offices at 000 0xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, X.X. 00000 to receive, for it and attorney-in-fact for the acceptance of on its behalf, service of process in the State of New York with respect thereto, provided the Corporation and making an appearance on its behalf the Purchaser may appoint any other Person, reasonably acceptable to the other party, with offices in any the State of New York to replace such claim or proceeding and agent for service of process upon delivery to the taking other party of all a reasonably acceptable agreement of such acts as may be necessary or appropriate in order new agent agreeing to confer jurisdiction over it before the Chosen Courts and further stipulates that such consent and appointment is irrevocable and coupled with an interest. Each party hereto irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated herebyact.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. Waiver of Trial by Jury. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO DELAWARE IN THE UNITED STATES OF AMERICA, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWLAW THEREOF. Each party hereto agrees that it shall bring any action or proceeding in Litigation with respect of to any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement and the Ancillary Agreements, exclusively in the Chosen Courts Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (unless the Delaware Court of Chancery shall decline to accept jurisdiction over a particular matter, in which case, in any Delaware state or federal court within the State of Delaware) (such courts, collectively, the “Delaware Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement or any of the Ancillary Agreements (ai) irrevocably submits to the exclusive jurisdiction of the Chosen Delaware Courts, (bii) waives any objection to laying venue in any such action or proceeding in the Chosen Delaware Courts, (ciii) waives any objection that the Chosen Delaware Courts are an inconvenient forum or do not have jurisdiction over any either party hereto and hereto, (div) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 13. Seller irrevocably designates The Corporation Trust Company as its agent and attorney-in-fact for 12.1 of this Agreement, although nothing contained in this Agreement shall affect the acceptance of service of right to serve process and making an appearance on its behalf in any such claim other manner permitted by Law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the contrary, (i) nothing in this Section 12.9 shall prohibit any party from seeking or proceeding obtaining orders for conservatory or interim relief from any court of competent jurisdiction and for the taking of all such acts as (ii) each party hereto agrees that any judgment issued by a Delaware Court may be necessary recognized, recorded, registered or appropriate enforced in order to confer any jurisdiction over it before in the Chosen Courts world and further stipulates that such consent and appointment is irrevocable and coupled with an interest. Each party hereto irrevocably waives any and all rights objections or defenses to trial by jury the recognition, recording, registration or enforcement of such judgment in any legal proceeding such jurisdiction. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EACH PARTY TO THIS AGREEMENT HEREBY AGREES THAT IT WILL NOT BRING OR SUPPORT ANY ACTION, CAUSE OF ACTION, CLAIM, CROSS-CLAIM OR THIRD PARTY CLAIM OF ANY KIND OR DESCRIPTION, WHETHER AT LAW OR IN EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST ANY FINANCING SOURCE IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY DISPUTE ARISING OUT OF OR RELATING IN ANY WAY TO THE COMMITMENT LETTER THE DEFINITIVE DEBT DOCUMENTS, THE PERFORMANCE OF ANY THEREOF OR THE FINANCING, IN ANY FORUM OTHER THAN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR ANY NEW YORK STATE COURT SITTING IN NEW YORK CITY, AND THAT THE PROVISIONS OF SECTION 12.10 RELATING TO THE WAIVER OF JURY TRIAL SHALL APPLY TO ANY SUCH ACTION, CAUSE OF ACTION, CLAIM, CROSS-CLAIM OR THIRD PARTY CLAIM. Notwithstanding anything to the contrary contained in this Agreement, except for the assertion by Buyer of express rights of Buyer set forth in the Commitment Letter, (a) neither any party hereto nor any of their respective subsidiaries, affiliates, directors, officers, employees, agents, partners, managers, members, stockholders or representatives, nor any Person claiming by, through or under any such Person, shall have any rights or claims against any Financing Source, in any way relating to this Agreement or any of the transactions contemplated by this Agreement, or in respect of any, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Commitment Letter, the Definitive Debt Documents or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise and (b) no Financing Source shall have any liability (whether in contract, in tort or otherwise) to any party hereto or any of their respective subsidiaries, affiliates, directors, officers, employees, agents, partners, managers, members, stockholders or representatives, or any Person claiming by, through or under any such Person for any obligations or liabilities of any party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and thereby or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Commitment Letter, the Definitive Debt Documents or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise. The Financing Sources are intended third party beneficiaries of this Section 12.9 and this Section 12.9 shall not be amended without the prior written consent of the Lenders.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. Waiver of Trial by Jury. THIS AGREEMENT SHALL IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT REGARD GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES OF CONFLICTS OF LAWTHEREOF. Each party Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement Agreement, to the extent possible, in federal or the transactions contained in or contemplated by this Agreement exclusively state courts located in the Chosen Courts City of New York, Borough of Manhattan. Notwithstanding the foregoing consent to jurisdiction, upon the commencement of the Chapter 11 Cases, each of the Parties hereby agrees that, if the Chapter 11 Cases are pending, the Bankruptcy Court shall have exclusive jurisdiction over all matters arising out of or in connection with this Agreement. Each Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement, to the extent possible in the Bankruptcy Court, and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement Agreement: (a) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, Bankruptcy Court; (b) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, Bankruptcy Court; (c) waives any objection that the Chosen Courts are Bankruptcy Court is an inconvenient forum or do does not have jurisdiction over any party hereto Party hereto; and (d) agrees that service consents to entry of process upon such party in any such action a final order or proceeding shall be effective if notice is given in accordance with Section 13. Seller irrevocably designates The Corporation Trust Company as its agent and attorney-in-fact for judgment by the acceptance of service of process and making an appearance on its behalf in any such claim or proceeding and for the taking of all such acts as may be necessary or appropriate in order to confer jurisdiction over it before the Chosen Courts and further stipulates that such consent and appointment is irrevocable and coupled with an interest. Each party hereto irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated herebyBankruptcy Court.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. Waiver of Trial by Jury. THIS AGREEMENT SHALL BE GOVERNED BY CONSTRUED, PERFORMED AND CONSTRUED ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK DELAWARE, WITHOUT REGARD GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICTS CONFLICT OF LAWLAWS TO THE EXTENT SUCH PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. Each party of the parties hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement exclusively in the Chosen Courts and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement (ai) irrevocably submits to the exclusive jurisdiction of the Bankruptcy Court, or, if the Bankruptcy Court declines to accept jurisdiction over a particular matter, then the Chancery Court of the State of Delaware, and if the Chancery Court of the State of Delaware declines jurisdiction, then any state or federal court sitting in Delaware (the “Chosen Courts”) in any action or proceeding arising out of or relating to this Agreement, (bii) waives any objection to laying venue agrees that all claims in any respect of such action or proceeding may be heard and determined in the Chosen Courts, (c) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (diii) agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each of the parties hereto agrees that service of process upon such party a final judgment (subject to any appeals therefrom) in any such action or proceeding shall be effective if notice is given conclusive and may be enforced in accordance with Section 13. Seller irrevocably designates The Corporation Trust Company as its agent and attorney-in-fact for other jurisdictions by suit on the acceptance of service of process and making an appearance on its behalf judgment or in any such claim or proceeding and for the taking of all such acts as may be necessary or appropriate in order to confer jurisdiction over it before the Chosen Courts and further stipulates that such consent and appointment is irrevocable and coupled with an interestother manner provided by applicable law. Each party of the parties hereto hereby irrevocably waives and unconditionally waives, to the fullest extent it may legally and effectively do so, any and all rights objection which it may now or hereafter have to trial by jury in the laying of venue of any legal suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated herebyby this Agreement in the Chosen Courts in accordance with the provisions of this Section 10.04. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in the Chosen Courts. Each of the parties hereto hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 10.11. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. Waiver of Trial by Jury. THIS AGREEMENT SHALL IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT REGARD GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES OF CONFLICTS OF LAWTHEREOF. Each party By its execution and delivery of this Agreement, each of the Parties hereto hereby irrevocably and unconditionally agrees for itself that it shall bring any action legal action, suit or proceeding in against it with respect of to any claim matter under or arising out of or related to in connection with this Agreement or the transactions contained for recognition or enforcement of any judgment rendered in any such action, suit or contemplated by this Agreement exclusively proceeding, may be brought in either a state or federal court of competent jurisdiction in the Chosen Courts State and solely in connection with claims arising under this Agreement or the transactions that are the subject County of New York. By execution and delivery of this Agreement (a) Agreement, each of the Parties hereto hereby irrevocably accepts and submits itself to the exclusive jurisdiction of the Chosen Courtseach such court, (b) waives any objection generally and unconditionally, with respect to laying venue in any such action action, suit or proceeding in proceeding. Notwithstanding the Chosen Courtsforegoing, (c) waives any objection that each of the Chosen Courts Parties hereto hereby agrees that, if the Chapter 11 Cases have been commenced and are an inconvenient forum or do not pending, the U.S. Bankruptcy Court shall have exclusive jurisdiction over all matters arising out of or in connection with this Agreement. By executing and delivering this Agreement, and upon commencement of the Chapter 11 Cases, each of the Parties irrevocably and unconditionally submits to the personal jurisdiction of the U.S. Bankruptcy Court solely for purposes of any party hereto and (d) agrees that service of process upon such party in any such action action, suit, proceeding or proceeding shall be effective if notice is given in accordance with Section 13. Seller irrevocably designates The Corporation Trust Company as its agent and attorney-in-fact for the acceptance of service of process and making an appearance on its behalf in any such claim or proceeding and for the taking of all such acts as may be necessary or appropriate in order to confer jurisdiction over it before the Chosen Courts and further stipulates that such consent and appointment is irrevocable and coupled with an interest. Each party hereto irrevocably waives any and all rights to trial by jury in any legal proceeding other contested matter arising out of or relating to this Agreement Agreement, or the transactions contemplated herebyfor recognition or enforcement of any judgment rendered or order entered in any such action, suit, proceeding, or other contested matter.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. Waiver of Trial by Jury. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK IN THE UNITED STATES OF AMERICA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Each party hereto agrees that it shall bring any action or proceeding in Litigation with respect of to any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement and the Ancillary Agreements, exclusively in the United States District Court for the Southern District of New York or any New York State court sitting in New York County (together with the appellate courts thereof, the “Chosen Courts Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement or any of the Ancillary Agreements (ai) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (bii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (ciii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any either party hereto and hereto, (div) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 13. Seller irrevocably designates The Corporation Trust Company as its agent and attorney-in-fact for 11.1 of this Agreement, although nothing contained in this Agreement shall affect the acceptance of service of right to serve process and making an appearance on its behalf in any such claim other manner permitted by Law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the contrary, (x) nothing in this Section 11.9 shall prohibit any party from seeking or proceeding obtaining orders for conservatory or interim relief from any court of competent jurisdiction and for the taking of all such acts as (y) each party hereto agrees that any judgment issued by a Chosen Court may be necessary recognized, recorded, registered or appropriate enforced in order to confer any jurisdiction over it before in the Chosen Courts world and further stipulates that such consent and appointment is irrevocable and coupled with an interest. Each party hereto irrevocably waives any and all rights objections or defenses to trial by jury the recognition, recording, registration or enforcement of such judgment in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated herebysuch jurisdiction.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. Waiver of Trial by Jury. THIS AGREEMENT SHALL IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT REGARD GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD REQUIRE THE APPLICATION OF CONFLICTS LAWS OF LAWANY OTHER JURISDICTION. Each party By the execution and delivery of this Agreement, each of the Parties hereto hereby irrevocably and unconditionally agrees for itself that it shall bring any action action, suit, or proceeding in against it with respect of to any claim matter arising under or out of or related to in connection with this Agreement or the transactions contained for recognition or enforcement of any judgment rendered in any such action, suit, or contemplated by this Agreement exclusively proceeding may be brought in either a state or federal court of competent jurisdiction in the Chosen Courts State and solely in connection with claims arising under this Agreement or County of New York, Borough of Manhattan. By the transactions that are the subject execution and delivery of this Agreement (a) Agreement, each of the Parties hereto hereby irrevocably accepts and submits itself to the exclusive jurisdiction of the Chosen Courtseach such court, (b) waives any objection generally and unconditionally, with respect to laying venue in any such action action, suit, or proceeding in proceeding. By executing and delivering this Agreement, each of the Chosen Courts, (c) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (d) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 13. Seller irrevocably designates The Corporation Trust Company as its agent and attorney-in-fact for the acceptance of service of process and making an appearance on its behalf in any such claim or proceeding and for the taking of all such acts as may be necessary or appropriate in order to confer jurisdiction over it before the Chosen Courts and further stipulates that such consent and appointment is irrevocable and coupled with an interest. Each party Parties hereto irrevocably waives and unconditionally submits to the jurisdiction of each such court described in this Section 14.05, solely for purposes of any and all rights to trial by jury in any legal action, suit, or proceeding arising out of or relating to this Agreement or for the transactions contemplated herebyrecognition or enforcement of any judgment rendered or order entered in any such action, suit, or proceeding.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. Waiver of Trial by Jury. THIS THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK CALIFORNIA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD REQUIRE THE APPLICATION OF ANY OTHER LAW. Each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement and the Ancillary Agreements (other than any Employment Agreement in which a different venue is provided), exclusively in the United States District Court for the Northern District of California or any California State court sitting in the City of San Francisco, California (the “Chosen Courts Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement or any of the Ancillary Agreements (ai) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (bii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, Courts and (ciii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (d) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 13hereto. Each Seller hereby irrevocably designates The Corporation Trust Company US Seller as its agent and attorney-in-fact for the acceptance of service of process, and agrees that service of process upon US Seller in any such action or proceeding shall be effective upon each Seller, and making an appearance on its behalf in any such claim or proceeding and for the taking of all such acts as may be necessary or appropriate in order to confer jurisdiction over it before the Chosen Courts and further each Seller hereby stipulates that such consent and appointment is irrevocable and coupled with an interest. Each party hereto Buyer hereby irrevocably waives any designates US Buyer as its agent and all rights to trial by jury attorney-in-fact for the acceptance of service of process, and agrees that service of process upon US Buyer in any legal such action or proceeding arising out shall be effective upon each Buyer, and making an appearance on its behalf in any such claim or proceeding and for the taking of all such acts as may be necessary or relating appropriate in order to this Agreement or confer jurisdiction over it before the transactions contemplated herebyChosen Courts and each Buyer hereby stipulates that such consent and appointment is irrevocable and coupled with an interest.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. Waiver of Trial by Jury. THIS AGREEMENT SHALL IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT REGARD GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES OF CONFLICTS OF LAW. Each party hereto THEREOF. (a) By its execution and delivery of this Agreement, each Party irrevocably and unconditionally agrees for itself that it shall bring any action legal action, suit or proceeding in against it with respect of to any claim matter under or arising out of or related to in connection with this Agreement or the transactions contained for recognition or enforcement of any judgment rendered in any such action, suit or contemplated proceeding, may be brought in any state or federal court of competent jurisdiction in New York County, State of New York, and by this Agreement exclusively in the Chosen Courts execution and solely in connection with claims arising under this Agreement or the transactions that are the subject delivery of this Agreement Agreement, each of the Parties hereby: (ai) irrevocably accepts and submits itself to the exclusive nonexclusive jurisdiction of the Chosen Courtssuch court, generally and unconditionally, with respect to any such action, suit or proceeding; and (bii) waives any objection to laying venue in any such action action, suit or proceeding in proceeding. (b) Notwithstanding the Chosen Courtsforegoing, (c) if the Chapter 11 Cases are commenced, nothing shall limit the authority of the Bankruptcy Court to hear any matter related to or arising out of this Agreement, and each Party irrevocably and unconditionally consents to the jurisdiction and venue of the Bankruptcy Court to hear and determine such matters during the pendency of the Chapter 11 Cases and hereby waives any objection that the Chosen Courts are Bankruptcy Court is an inconvenient forum or do does not have jurisdiction over any party hereto and (d) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 13. Seller irrevocably designates The Corporation Trust Company as its agent and attorney-in-fact for the acceptance of service of process and making an appearance on its behalf in any such claim or proceeding and for the taking of all such acts as may be necessary or appropriate in order to confer jurisdiction over it before the Chosen Courts and further stipulates that such consent and appointment is irrevocable and coupled with an interest. Each party hereto irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating Party to this Agreement or the transactions contemplated herebyAgreement.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. Waiver (a) This Agreement and the legal relations between the Parties shall be governed by and construed in accordance with the Laws of Trial by Jury. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Each party hereto agrees that it shall bring any action New York. (b) The Parties hereby irrevocably submit to the exclusive jurisdiction of the state or proceeding federal courts located in respect the County of New York, State of New York for the resolution of any dispute, controversy or claim of any kind whatsoever, including a counterclaim, cross-claim, or defense, regardless of the legal theory under which such Liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at Law or in equity, or otherwise under any legal or equitable theory, that may be based upon, arising out of or related to this Agreement or the transactions contained in negotiation, execution or contemplated by this Agreement exclusively in the Chosen Courts and solely in connection with claims arising under performance of this Agreement or the transactions Transactions brought by any other party or its successors or assigns (except to the extent of a dispute, controversy or claim submitted to the Independent Accountant pursuant to Section 2.8(f)), and each Party hereby irrevocably agrees that are all claims in respect of such dispute, controversy or claim may be heard and determined in such courts. Each of the subject of this Agreement (a) parties hereby irrevocably submits to the exclusive jurisdiction of the Chosen Courtsaforesaid courts for itself and with respect to its property, (b) waives any objection generally and unconditionally, with regard to laying venue in any such action or proceeding in the Chosen CourtsLegal Proceeding based upon, (c) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (d) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 13. Seller irrevocably designates The Corporation Trust Company as its agent and attorney-in-fact for the acceptance of service of process and making an appearance on its behalf in any such claim or proceeding and for the taking of all such acts as may be necessary or appropriate in order to confer jurisdiction over it before the Chosen Courts and further stipulates that such consent and appointment is irrevocable and coupled with an interest. Each party hereto irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement and the Transactions. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable Laws, any objection that they may now or hereafter have to the transactions contemplated herebylaying of venue of any such dispute, controversy or claim brought in any such court or any defense of inconvenient forum for the maintenance of such dispute, controversy or claim. Each Party agrees that a judgment may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. (c) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, THE DOCUMENTS AND AGREEMENTS CONTEMPLATED HEREBY AND THE TRANSACTIONS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND THEREFORE HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING BASED ON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL OR EQUITABLE THEORY. EACH PARTY HERETO (I) CERTIFIES THAT NO ADVISOR OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. Waiver This Agreement shall be construed in accordance with the laws of Trial by Jury. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWthe State of New York, without regard to conflict of law provisions thereof. Each party hereto agrees that it shall bring up any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or and contemplated by this Agreement Agreement, whether in tort or contract or at law or in equity, exclusively in the United States District Court for the Southern District of New York or, if such court is not available, the Supreme Court of the State of New York for the county of New York (the "Chosen Courts Courts") and solely in connection with claims arising under this Agreement or the transactions that are the subject of contained in or contemplated by this Agreement (ai) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (bii) waives any objection to laying venue in any such action or proceeding in the Chosen CourtsCourts and agrees not to commence any action in respect of any such claim in any other court or forum, (ciii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto hereto, (iv) waives any right to a trial by jury and (dv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 1310 of this Agreement. Seller irrevocably designates The Without limiting the foregoing, each of the Corporation Trust Company as and the Purchaser hereby appoints, in the case of any such action or proceeding brought in the courts of or in the State of New York, CT Corporation system with its offices at 111 8th Avenue, 13th Floor, New York, N.Y. 10011 to receive, for it and xx xxx xxxxxx, xxxxxxx xx xxxxxxx xx xxx Xxxxx of New York with respect thereto, provided the Corporation and the Purchaser may appoint any other Person, reasonably acceptable to the other party, with offices in the State of New York to replace such agent and attorney-in-fact for the acceptance of service of process and making an appearance on its behalf in any upon delivery to the other party of a reasonably acceptable agreement of such claim or proceeding and for the taking of all such acts as may be necessary or appropriate in order new agent agreeing to confer jurisdiction over it before the Chosen Courts and further stipulates that such consent and appointment is irrevocable and coupled with an interest. Each party hereto irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated herebyact.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. Waiver This Agreement shall be construed in accordance with the laws of Trial by Jury. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWthe State of New York, without regard to conflict of law provisions thereof. Each party hereto agrees that it shall bring up any action or proceeding in respect of any claim arising out of or related to this Agreement agreement or the transactions contained in or and contemplated by this Agreement Agreement, whether in tort or contract or at law or in equity, exclusively in the United States District Court for the Southern District of New York or, if such court is not available, the Supreme Court of the State of New York for the county of New York (the "Chosen Courts Courts") and solely in connection with claims arising under this Agreement or the transactions that are the subject of contained in or contemplated by this Agreement (ai) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (bii) waives any objection to laying venue in any such action or proceeding in the Chosen CourtsCourts and agrees not to commence any action in respect of any such claim in any other court or forum, (ciii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto hereto, (iv) waives any right to a trial by jury and (dv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 1311 of this Agreement. Seller irrevocably designates The Without limiting the foregoing, each of the Corporation Trust Company as and the Purchaser hereby appoints, in the case of any such action or proceeding brought in the courts of or in the State of New York, CT Corporation system with offices on the date hereof at 000 0xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, X.X. 00000 to receive, for it and on its agent and attorney-in-fact for the acceptance of behalf, service of process in the State of New York with respect thereto, provided the Corporation and making an appearance on its behalf the Purchaser may appoint any other Person, reasonably acceptable to the other party, with offices in any the State of New York to replace such claim or proceeding and agent for service of process upon delivery to the taking other party of all a reasonably acceptable agreement of such acts as may be necessary or appropriate in order new agent agreeing to confer jurisdiction over it before the Chosen Courts and further stipulates that such consent and appointment is irrevocable and coupled with an interest. Each party hereto irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated herebyact.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. Waiver This Agreement shall be construed in accordance with the laws of Trial by Jury. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWthe State of New York. Each party hereto agrees that it shall bring up any action or proceeding in respect of any claim arising out of or related to this Agreement agreement or the transactions contained in or and contemplated by this Agreement Agreement, whether in tort or contract or at law or in equity, exclusively in the United States District Court for the Southern District of New York or, if such court is not available, the Supreme Court of the State of New York (the “Chosen Courts Courts”) and solely in connection with claims arising under this Agreement or the transactions that are the subject of contained in or contemplated by this Agreement (ai) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (bii) waives any objection to laying venue in any such action or proceeding in the Chosen CourtsCourts and agrees not to commence any action in respect of any such claim in any other court or forum, (ciii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto hereto, (iv) waives any right to a trial by jury and (dv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 1317 of this Agreement. Seller irrevocably designates The Without limiting the foregoing, each of the Corporation Trust Company as and the Holder hereby appoints, in the case of any such action or proceeding brought in the courts of or in the State of New York, CT Corporation System with offices on the date hereof at 000 0xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, X.X. 00000 to receive, for it and on its agent and attorney-in-fact for the acceptance of behalf, service of process in the State of New York with respect thereto, provided the Corporation and making an appearance on its behalf the Holder may appoint any other person, reasonably acceptable to the other party, with offices in any the State of New York to replace such claim or proceeding and agent for service of process upon delivery to the taking other party of all a reasonably acceptable agreement of such acts as may be necessary or appropriate in order new agent agreeing to confer jurisdiction over it before the Chosen Courts and further stipulates that such consent and appointment is irrevocable and coupled with an interest. Each party hereto irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated herebyact.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. Waiver This Agreement shall be construed in accordance with the laws of Trial by Jury. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWthe State of New York, without regard to conflict of law provisions thereof. Each party hereto agrees that it shall bring up any action or proceeding in respect of any claim arising out of or related to this Agreement agreement or the transactions contained in or and contemplated by this Agreement Agreement, whether in tort or contract or at law or in equity, exclusively in the United States District Court for the Southern District of New York or, if such court is not available, the Supreme Court of the State of New York (the "Chosen Courts Courts") and solely in connection with claims arising under this Agreement or the transactions that are the subject of contained in or contemplated by this Agreement (ai) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (bii) waives any objection to laying venue in any such action or proceeding in the Chosen CourtsCourts and agrees not to commence any action in respect of any such claim in any other court or forum, (ciii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto hereto, (iv) waives any right to a trial by jury and (dv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 1318 of this Agreement. Seller irrevocably designates The Without limiting the foregoing, each of the Corporation Trust Company as and the Holder hereby appoints, in the case of any such action or proceeding brought in the courts of or in the State of New York, CT Corporation System with offices on the date hereof at 000 0xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, X.X. 00000 to receive, for it and on its agent and attorney-in-fact for the acceptance of behalf, service of process in the State of New York with respect thereto, provided the Corporation and making an appearance on its behalf the Holder may appoint any other person, reasonably acceptable to the other party, with offices in any the State of New York to replace such claim or proceeding and agent for service of process upon delivery to the taking other party of all a reasonably acceptable agreement of such acts as may be necessary or appropriate in order new agent agreeing to confer jurisdiction over it before the Chosen Courts and further stipulates that such consent and appointment is irrevocable and coupled with an interest. Each party hereto irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated herebyact.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. Waiver of Trial by Jury. THIS AGREEMENT SHALL IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN NEW YORK, WITHOUT REGARD GIVING EFFECT TO PRINCIPLES ITS CONFLICT OF CONFLICTS OF LAWLAWS PRINCIPLES. Each party Party to this Agreement agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement, to the extent possible, in federal or state courts located in the City of New York, Borough of Manhattan. Notwithstanding the foregoing consent to jurisdiction, upon the commencement of the Chapter 11 Cases, each of the Parties hereby agrees that, if the Chapter 11 Cases are pending, the Bankruptcy Court shall have exclusive jurisdiction over all matters arising out of or in connection with this Agreement. Each Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or Agreement, to the transactions contained in or contemplated by this Agreement exclusively extent possible, in the Chosen Courts Bankruptcy Court, and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement Agreement: (a) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, Bankruptcy Court; (b) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, Bankruptcy Court; (c) waives any objection that the Chosen Courts are Bankruptcy Court is an inconvenient forum or do does not have jurisdiction over any party hereto Party hereto; and (d) agrees that service consents to entry of process upon such party in any such action a final order or proceeding shall be effective if notice is given in accordance with Section 13. Seller irrevocably designates The Corporation Trust Company as its agent and attorney-in-fact for judgment by the acceptance of service of process and making an appearance on its behalf in any such claim or proceeding and for the taking of all such acts as may be necessary or appropriate in order to confer jurisdiction over it before the Chosen Courts and further stipulates that such consent and appointment is irrevocable and coupled with an interest. Each party hereto irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated herebyBankruptcy Court.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. Waiver of Trial by Jury. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO DELAWARE IN THE UNITED STATES OF AMERICA, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWLAW THEREOF. Each party hereto agrees that it shall bring any action or proceeding in Litigation with respect of to any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement and the Ancillary Agreements, exclusively in the Chosen Courts Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (unless the Delaware Court of Chancery shall decline to accept jurisdiction over a particular matter, in which case, in any Delaware state or federal court within the State of Delaware) (such courts, collectively, the “Delaware Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement or any of the Ancillary Agreements (ai) irrevocably submits to the exclusive jurisdiction of the Chosen Delaware Courts, (bii) waives any objection to laying venue in any such action or proceeding in the Chosen Delaware Courts, (ciii) waives any objection that the Chosen Delaware Courts are an inconvenient forum or do not have jurisdiction over any either party hereto and hereto, (div) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 13. Seller irrevocably designates The Corporation Trust Company as its agent and attorney-in-fact for 12.1 of this Agreement, although nothing contained in this Agreement shall affect the acceptance of service of right to serve process and making an appearance on its behalf in any such claim other manner permitted by Law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the contrary, (i) nothing in this Section 12.9 shall prohibit any party from seeking or proceeding obtaining orders for conservatory or interim relief from any court of competent jurisdiction and for the taking of all such acts as (ii) each party hereto agrees that any judgment issued by a Delaware Court may be necessary recognized, recorded, registered or appropriate enforced in order to confer any jurisdiction over it before in the Chosen Courts world and further stipulates that such consent and appointment is irrevocable and coupled with an interest. Each party hereto irrevocably waives any and all rights objections or defenses to trial by jury the recognition, recording, registration or enforcement of such judgment in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated herebysuch jurisdiction.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. Waiver of Trial by Jury. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK IN THE UNITED STATES OF AMERICA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Each party hereto agrees that it shall bring any action or proceeding in Litigation with respect of to any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement and the Ancillary Agreements, exclusively in the United States District Court for the Southern District of New York or any New York State court sitting in New York County (together with the appellate courts thereof, the “Chosen Courts Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement or any of the Ancillary Agreements (ai) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (bii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (ciii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any either party hereto and hereto, (div) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 13. Seller irrevocably designates The Corporation Trust Company as its agent and attorney-in-fact for 15.1 of this Agreement, although nothing contained in this Agreement shall affect the acceptance of service of right to serve process and making an appearance on its behalf in any such claim other manner permitted by Law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the contrary, (x) nothing in this Section 15.11 shall prohibit any party from seeking or proceeding obtaining orders for conservatory or interim relief from any court of competent jurisdiction and for the taking of all such acts as (y) each party hereto agrees that any judgment issued by a Chosen Court may be necessary recognized, recorded, registered or appropriate enforced in order to confer any jurisdiction over it before in the Chosen Courts world and further stipulates that such consent and appointment is irrevocable and coupled with an interest. Each party hereto irrevocably waives any and all rights objections or defenses to trial by jury the recognition, recording, registration or enforcement of such judgment in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated herebysuch jurisdiction.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. Waiver of Trial by Jury. THIS AGREEMENT AND ALL MATTERS ARISING FROM, OR RELATING TO, THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK DELAWARE IN THE UNITED STATES OF AMERICA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Each party hereto agrees that it shall bring any action or proceeding in Litigation with respect of to any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement and the Ancillary Agreements, exclusively in any federal court sitting in the City of Wilmington in the State of Delaware or, to the extent such courts are not available, any Delaware State court sitting in the City of Wilmington (in each case, together with the appellate courts thereof, the “Chosen Courts Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement or any of the Ancillary Agreements (ai) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (bii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (ciii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any either party hereto and hereto, (div) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 13. Seller irrevocably designates The Corporation Trust Company as its agent and attorney-in-fact for 11.1 of this Agreement, although nothing contained in this Agreement shall affect the acceptance of service of right to serve process and making an appearance on its behalf in any such claim other manner permitted by Law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the contrary, (i) nothing in this Section 11.9 shall prohibit any party from seeking or proceeding obtaining orders for conservatory or interim relief from any court of competent jurisdiction and for the taking of all such acts as (ii) each party hereto agrees that any judgment issued by a Chosen Court may be necessary recognized, recorded, registered or appropriate enforced in order to confer any jurisdiction over it before in the Chosen Courts world and further stipulates that such consent and appointment is irrevocable and coupled with an interest. Each party hereto irrevocably waives any and all rights objections or defenses to trial by jury the recognition, recording, registration or enforcement of such judgment in any legal proceeding such jurisdiction. Notwithstanding the foregoing, each of the parties hereto hereby (i) agree that any claim or dispute involving any Financing Source in any way relating to this Agreement or any of the transactions contemplated hereby, including any claim or dispute arising out of or relating in any way to the Financing or the performance thereof, shall be governed by the Laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of New York, (ii) irrevocably and unconditionally agrees, on behalf of itself and its Affiliates, that it will not bring or support any Litigation against any Financing Source in any way relating to this Agreement or any of the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Financing or the performance thereof, in any forum other than a court of competent jurisdiction sitting in the borough of Manhattan of the City of New York, whether a state or federal court, and that the provisions of Section 11.10 relating to the waiver of jury trial shall apply to any such action, suit or proceeding, (iii) agrees that service of process, summons, notice or document by registered mail address to it at its address provided in Section 11.1 shall be effective service of process against it for any such action brought in any such court, (iv) waives and hereby irrevocably waives, to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of venue or, and the defense of an inconvenient forum to the maintenance of, any such action in any such court and (v) agrees that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgement or in any other manner provided by Law.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. Waiver of Trial by Jury. THIS AGREEMENT AND ALL MATTERS ARISING FROM, OR RELATING TO, THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK DELAWARE IN THE UNITED STATES OF AMERICA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Each party hereto agrees that it shall bring any action or proceeding in Litigation with respect of to any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement and the Transaction Documents, exclusively in the United States District Court for the District of Delaware or, to the extent such court is not available, the Delaware Court of Chancery (in each case, together with the appellate courts thereof, the “Chosen Courts Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement or any of the Transaction Documents (ai) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (bii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (ciii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any either party hereto and hereto, (div) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 13. Seller irrevocably designates The Corporation Trust Company as its agent and attorney-in-fact for 10.1 of this Agreement, although nothing contained in this Agreement shall affect the acceptance of service of right to serve process and making an appearance on its behalf in any such claim or proceeding other manner permitted by Law and for (v) agrees not to seek a transfer of venue on the taking of all such acts as basis that another forum is more convenient. Notwithstanding anything herein to the contrary, each party hereto agrees that any judgment issued by a Chosen Court may be necessary recognized, recorded, registered or appropriate enforced in order to confer any jurisdiction over it before in the Chosen Courts world and further stipulates that such consent and appointment is irrevocable and coupled with an interest. Each party hereto irrevocably waives any and all rights objections or defenses to trial by jury the recognition, recording, registration or enforcement of such judgment in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated herebysuch jurisdiction.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. Waiver of Trial by Jury. THIS AGREEMENT SHALL IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT REGARD GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES OF CONFLICTS OF LAWTHEREOF. Notwithstanding the foregoing consent to jurisdiction in either a state or federal court of competent jurisdiction in the State of New York, Borough of Manhattan, upon the commencement of the Chapter 11 Cases, each of the Parties hereby agrees that, if the Chapter 11 Cases are pending, the Bankruptcy Court shall have exclusive jurisdiction over all matters arising out of or in connection with this Agreement. Each party Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or Agreement, to the transactions contained in or contemplated by this Agreement exclusively extent possible, in the Chosen Courts Bankruptcy Court, and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement Agreement: (a) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, Bankruptcy Court; (b) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, Bankruptcy Court; and (c) waives any objection that the Chosen Courts are Bankruptcy Court is an inconvenient forum or do does not have jurisdiction over any party hereto and (d) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 13Party hereto. Seller irrevocably designates The Corporation Trust Company as its agent and attorney-in-fact for the acceptance of service of process and making an appearance on its behalf in any such claim or proceeding and for the taking of all such acts as may be necessary or appropriate in order to confer jurisdiction over it before the Chosen Courts and further stipulates that such consent and appointment is irrevocable and coupled with an interest. Each party hereto irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated herebyEACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.