Common use of Judicial Proceedings; Waiver of Jury Trial Clause in Contracts

Judicial Proceedings; Waiver of Jury Trial. Any judicial proceeding brought against the Borrower with respect to any Loan Document Related Claim may be brought in any court of competent jurisdiction in The City of New York, and, by execution and delivery of this Agreement, the Borrower (a) accepts, generally and unconditionally, the nonexclusive jurisdiction of such courts and any related appellate court and irrevocably agrees to be bound by any final judgment rendered thereby in connection with any Loan Document Related Claim and (b) irrevocably waives, to the extent permitted by Applicable Law, any objection it may now or hereafter have as to the venue of any such proceeding brought in such a court or that such a court is an inconvenient forum. The Borrower hereby waives personal service of process and consents that service of process upon it may be made by certified or registered mail, return receipt requested, at its address specified or determined in accordance with the provisions of Section 9.01(a)(ii), and service so made shall be deemed completed on the third Business Day after such service is deposited in the mail. Nothing herein shall affect the right of any Agent, the Issuing Bank, any Bank or any other Indemnified Person to serve process in any other manner permitted by law or shall limit the right of any Agent, the Issuing Bank, any Bank or any other Indemnified Person to bring proceedings against the Borrower in the courts of any other jurisdiction. THE BORROWER, THE AGENT, THE ISSUING BANK AND EACH BANK HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY LOAN DOCUMENT RELATED CLAIM.

Judicial Proceedings; Waiver of Jury Trial. Any judicial proceeding brought against (a) Each party hereby irrevocably and unconditionally submits, for itself and its property, to the Borrower with respect to any Loan Document Related Claim may be brought nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in any court New York County and of competent jurisdiction in The City the United States District Court of the Southern District of New York, andand any appellate court from any thereof, by execution and delivery in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the Borrower (a) accepts, generally parties hereto hereby irrevocably and unconditionally, the nonexclusive jurisdiction unconditionally agrees that all claims in respect of any such courts action or proceeding may be heard and any related appellate court and irrevocably agrees to be bound by any final judgment rendered thereby determined in connection with any Loan Document Related Claim and (b) irrevocably waivessuch New York State or, to the extent permitted by Applicable Lawlaw, in such Federal court. Each of the parties hereto 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. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement against another party or its properties in the courts of any jurisdiction. (b) Each party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have as to the laying of venue of any such suit, action or proceeding brought arising out of or relating to this Agreement in such a any court or that such a court is referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum. The Borrower hereby waives personal forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process and consents that service of process upon it may be made by certified or registered mail, return receipt requested, at its address specified or determined in accordance with the provisions of Section 9.01(a)(ii), and service so made shall be deemed completed on the third Business Day after such service is deposited in the mailmanner provided for notices in Section 9.01(a). Nothing herein shall in this Agreement will affect the right of any Agent, the Issuing Bank, any Bank or any other Indemnified Person party to this Agreement to serve process in any other manner permitted by law or shall limit the right of any Agent, the Issuing Bank, any Bank or any other Indemnified Person to bring proceedings against the Borrower in the courts of any other jurisdictionlaw. THE BORROWER, THE AGENT, THE ISSUING BANK AGENT AND EACH BANK LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY LOAN DOCUMENT RELATED CLAIM.

Judicial Proceedings; Waiver of Jury Trial. Any ------------------------------------------ judicial proceeding brought against the Borrower with respect to any Loan Document Related Claim may be brought in any court of competent jurisdiction in The the City of New York, and, by execution and delivery of this Agreement, the Borrower (a) accepts, generally and unconditionally, the nonexclusive jurisdiction of such courts and any related appellate court and irrevocably agrees to be bound by any final judgment rendered thereby in connection with any Loan Document Related Claim and (b) irrevocably waives, to the extent permitted by Applicable Law, waives any objection it may now or hereafter have as to the venue of any such proceeding brought in such a court or that such a court is an inconvenient forum. The Borrower hereby #90068563. waives personal service of process and consents that service of process upon it may be made by certified or registered mail, return receipt requested, at its address specified or determined in accordance with the provisions of Section 9.01(a)(ii8.1(a)(ii), and service so made shall be deemed completed on the third Business Day after such service is deposited in the mail. Nothing herein shall affect the right of any Agent, the Issuing Bank, any Bank or any other Indemnified Person to serve process in any other manner permitted by law or shall limit the right of any Agent, the Issuing Bank, any Bank or any other Indemnified Person to bring proceedings against the Borrower in the courts of any other jurisdiction. Any judicial proceeding by the Borrower against the Bank involving any Loan Document Related Claim shall be brought only in a court located in the City and State of New York. THE BORROWER, BORROWER AND THE AGENT, THE ISSUING BANK AND EACH BANK HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO WHICH THEY ARE BOTH PARTIES INVOLVING ANY LOAN DOCUMENT RELATED CLAIM.

Judicial Proceedings; Waiver of Jury Trial. Any judicial proceeding brought against the Borrower with respect to any Loan Document Credit Agreement Related Claim may be brought in any court of competent jurisdiction in The the City and State of New York, York and, by execution and delivery of this Agreement, the Borrower (a) accepts, generally and unconditionally, the nonexclusive jurisdiction of such courts and any related appellate court and irrevocably agrees to be bound by any final judgment rendered thereby in connection with any Loan Document Credit Agreement Related Claim and (b) irrevocably waives, to the extent permitted by Applicable Law, waives any objection it may now or hereafter have as to the venue of any such suit, action or proceeding brought in such a court or that such a court is an inconvenient forum. The Borrower hereby waives personal service of process and consents that service of process upon it may be made by certified or registered mail, return receipt requested, at its address specified or determined in accordance with the provisions of Section 9.01(a)(ii9.01(b), and service so made shall be deemed completed on the third Business Day after such service is deposited in the mail. Nothing herein shall affect the right of any Agent, the Issuing Bank, any Bank or any other Indemnified Person to serve process in any other manner permitted by law or shall limit the right of any Agent, the Issuing Bank, Agent or any Bank or any other Indemnified Person to bring proceedings against the Borrower in the courts of any other jurisdiction. Any judicial proceeding by the Borrower against the Agent or any Bank involving any Credit Agreement Related Claim shall be brought only in a court in New York, New York or the city in which the chief executive office of the Agent or such Bank, as the case may be, is located. THE BORROWER, THE AGENT, THE ISSUING BANK AGENT AND EACH BANK HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY LOAN DOCUMENT CREDIT AGREEMENT RELATED CLAIM.

Judicial Proceedings; Waiver of Jury Trial. Any judicial proceeding brought against the Borrower Pledgor, the Agent or any other Secured Party with respect to any Loan Collateral Document Related Claim may be brought in any court of competent jurisdiction in The the City of New York, and, by execution and delivery of this Agreement, the Borrower Pledgor, the Agent and each other Secured Party (a) acceptsaccept, generally and unconditionally, the nonexclusive jurisdiction of such courts and any related appellate court and irrevocably agrees agree to be bound by any final judgment rendered thereby in connection with any Loan Collateral Document Related Claim and (b) irrevocably waives, to the extent permitted by Applicable Law, waive any objection it they may now or hereafter have as to the venue of any such proceeding brought in such a court or that such a court is an inconvenient forum. The Borrower Pledgor, the Agent and each other Secured Party hereby waives waive personal service of process and consents consent that service of process upon it any such Person may be made by certified or registered mail, return receipt requested, at its the address for such Person specified or determined in accordance with the provisions of Section 9.01(a)(ii5.10(a)(ii), and service so made shall be deemed completed on the third Business Day after such service is deposited in the mail. Nothing herein shall affect the right of any Agentthe Pledgor, the Issuing Bank, any Bank Agent or any other Indemnified Person Secured Party to serve process in any other manner permitted by law or shall limit the right of any Agentthe Pledgor, the Issuing Bank, any Bank Agent or any other Indemnified Person Secured Party to bring proceedings against the Borrower Pledgor, the Agent or any other Secured Party in the courts of any other jurisdiction. THE BORROWERPLEDGOR, THE AGENT, THE ISSUING BANK AGENT AND EACH BANK OTHER SECURED PARTY HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY LOAN COLLATERAL DOCUMENT RELATED CLAIM.

Judicial Proceedings; Waiver of Jury Trial. Any judicial proceeding brought against the Borrower Subordinated Lender with respect to any Loan Document Related Claim claim in any way arising out of, related to or connected with this Agreement may be brought in any court of competent jurisdiction in The the City of New York, and, by execution and delivery of this Agreement, the Borrower Subordinated Lender (a) accepts, generally and unconditionally, the nonexclusive jurisdiction of such courts and any related appellate court and irrevocably agrees to be bound by any final judgment rendered thereby in connection with any Loan Document Related Claim such claim and (b) irrevocably waives, to the extent permitted by Applicable Law, irrevocably waives any objection it may now or hereafter have as to the venue of any such proceeding brought in such a court or that such a court is an inconvenient forum. The Borrower Subordinated Lender hereby waives personal service of process and consents that service of process upon it may be made by certified or registered mail, return receipt requested, at its address specified or determined in accordance with the provisions of Section 9.01(a)(ii)4.02, and service so made shall be deemed completed on the third Business Day business day after such service is deposited in the mail. Nothing herein shall affect the right of any Agent, the Issuing Bank, any Bank Administrative Agent or any other Indemnified Person Senior Creditor to serve process in any other manner permitted by law or shall limit the right of any Agent, the Issuing Bank, any Bank Administrative Agent or any other Indemnified Person Senior Creditor to bring proceedings against the Borrower Subordinated Lender in the courts of any other jurisdiction. THE BORROWERSUBORDINATED LENDER, THE AGENT, THE ISSUING BANK ADMINISTRATIVE AGENT AND EACH BANK SENIOR CREDITOR HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY LOAN DOCUMENT RELATED SUCH CLAIM.

Judicial Proceedings; Waiver of Jury Trial. Any judicial proceeding brought against the Borrower Company or any other Loan Party with respect to this Agreement, the Notes or any other Loan Document Related Claim may be brought in any state or federal court of competent jurisdiction in The the Borough of Manhattan in the City of New York, York and, by execution and delivery of this Agreement, each of the Borrower Company and the other Loan Parties (a) accepts, generally and unconditionally, the nonexclusive jurisdiction of such courts and any related appellate court court, and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement, the Notes or any other Loan Document Related Claim and (b) irrevocably waives, to the extent permitted by Applicable Law, waives any objection it may now or hereafter have as to the venue of any such suit, action or proceeding brought in such a court or that such a court is an inconvenient forum. The Borrower Each of the Company and the other Loan Parties hereby waives personal service of process and consents that service of process upon it may be made by certified or registered mail, return receipt requested, at its address specified or determined in accordance with the provisions of Section 9.01(a)(ii)13.01, and service so made shall be deemed completed on the third Business Day after such service process is deposited in the mail. Nothing herein shall affect the right of any Agent, the Issuing Bank, Agent or any Bank or any other Indemnified Person to serve process in any other manner permitted by law or shall limit the right of any Agent, the Issuing Bank, Agent or any Bank or any other Indemnified Person to bring proceedings against the Borrower Company or any other Loan Party in the courts of any other jurisdiction. Any judicial proceeding by the Company or any Loan Party against the Agent or any Bank involving, directly or indirectly, any matter in any way arising out of, related to, or connected with this Agreement or the Notes shall be brought only in a court located, in the case of the Agent, in the City and State of New York and, in the case of a Bank, the jurisdiction in which such Bank's principal United States office is located. THE BORROWERCOMPANY, EACH OTHER LOAN PARTY, THE AGENT, THE ISSUING BANK AGENT AND EACH BANK HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, THE NOTES, ANY OTHER LOAN DOCUMENT RELATED CLAIMOR THE RELATIONSHIPS ESTABLISHED HEREUNDER OR THEREUNDER.

Judicial Proceedings; Waiver of Jury Trial. Any judicial proceeding brought against the Borrower with respect to any Loan Document Related Claim may be brought in any court of competent jurisdiction in The City the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof (each, a “Chosen Court”) and, by execution and delivery of this Agreement, the Borrower (a) accepts, generally and unconditionally, the nonexclusive jurisdiction of such courts and any related appellate court Chosen Court and irrevocably agrees to be bound by any final judgment rendered thereby in connection with any Loan Document Related Claim and (b) irrevocably waives, to the extent permitted by Applicable Law, waives any objection it may now or hereafter have as to the venue of any such proceeding brought in such a court or that such a court is an inconvenient forum. The Borrower hereby waives personal service of process and consents that service of process upon it may be made by certified or registered mail, return receipt requested, at its address specified or determined in accordance with the provisions of Section 9.01(a)(ii11.01(a)(ii), and service so made shall be deemed completed on the third Business Day after such service is deposited in the mail. Nothing herein shall affect the right of any the Agent, the Issuing any Bank, any Issuing Bank or any other Indemnified Person to serve process in any other manner permitted by law or shall limit the right of any the Agent, the Issuing any Bank, any Issuing Bank or any other Indemnified Person to bring proceedings against the Borrower in the courts of any other jurisdiction. THE BORROWER, THE AGENT, THE ISSUING EACH BANK AND EACH ISSUING BANK HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY LOAN DOCUMENT RELATED CLAIM.

Judicial Proceedings; Waiver of Jury Trial. a. Any judicial proceeding brought against the Borrower with respect to any Loan Document Related Claim Guarantor hereunder may be brought in or removed to any state or federal court of competent jurisdiction in The City of New York, as either CGC or Ormat may elect and, by execution and delivery of this AgreementGuarantee, the Borrower (a) acceptsGuarantor hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the nonexclusive non-exclusive jurisdiction and venue of the aforesaid courts. The Guarantor hereby irrevocably designates, appoints and empowers and hereby confers an irrevocable special power, ample and sufficient to Corporation Service Company, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 0000, Xxx Xxxx, XX, 00000 , as its designee, appointee and agent with respect to any action or proceeding in Nevada to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents which may be served in any such action or proceeding and (agrees that the failure of such courts agent to give any advice of any such service to such party) shall not impair or affect the validity of such service of any claim based thereon. If for any reason such designee, appointee and any related appellate court and irrevocably agent shall cease to be available to act as such, the Guarantor agrees to be bound designate a new designee, appointee and agent in the state of New York on the terms and for the purposes of this provision satisfactory to CGC and Ormat. Guarantor further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by any final judgment rendered thereby in connection with any Loan Document Related Claim and (b) irrevocably waivesthe mailing copies thereof by certified mail, postage prepaid, to the extent Guarantor, at its address set forth in Section 10, or in any other manner permitted by Applicable Law, applicable law. b. Guarantor hereby irrevocably waives any objection which it may now or hereafter have as to the be laying of venue of any of the aforesaid actions or proceedings arising our of or in connection with this Guarantee brought in the courts referred to in Section 13(a) above and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such a court or that such a court is has been brought in an inconvenient forum. The Borrower hereby waives personal service of process and consents that service of process upon it may be made by certified or registered mail, return receipt requested, at its address specified or determined in accordance with the provisions of Section 9.01(a)(ii), and service so made shall be deemed completed on the third Business Day after such service is deposited in the mail. Nothing herein shall affect the right of any Agent, the Issuing Bank, any Bank or any other Indemnified Person to serve process in any other manner permitted by law or shall limit the right of any Agent, the Issuing Bank, any Bank or any other Indemnified Person to bring proceedings against the Borrower in the courts of any other jurisdiction. THE BORROWER, THE AGENT, THE ISSUING BANK . c. GUARANTOR AND EACH BANK CGC HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY JUDICIAL ACTION, PROCEEDING INVOLVING ANY LOAN DOCUMENT RELATED CLAIMOR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Judicial Proceedings; Waiver of Jury Trial. Any judicial proceeding brought against the Borrower or any Guarantor with respect to any Loan Document Related Claim may be brought in any court of competent jurisdiction in The the City of New York, and, by execution and delivery of this Agreement, the Borrower and each Guarantor (a) accepts, generally and unconditionally, the nonexclusive jurisdiction of such courts and any related appellate court and irrevocably agrees to be bound by any final judgment rendered thereby in connection with any Loan Document Related Claim and (b) irrevocably waives, to the extent permitted by Applicable Law, waives any objection it may now or hereafter have as to the venue of any such proceeding brought in such a court or that such a court is an inconvenient forum. The Borrower and each Guarantor hereby waives personal service of process and consents that service of process upon it may be made by certified or registered mail, return receipt requested, at its address specified or determined in accordance with the provisions of Section 9.01(a)(ii10.01(b), and service so made shall be deemed completed on the third Business Day after such service is deposited in the mail. Nothing herein shall affect the right of any the Agent, the Issuing Bank, any Bank or any other Indemnified Person to serve process in any other manner permitted by law or shall limit the right of any the Agent, the Issuing Bank, any Bank or any other Indemnified Person to bring proceedings against the Borrower or any Guarantor in the courts of any other jurisdiction. Any judicial proceeding by the Borrower or any Guarantor against the Agent involving any Loan Document Related Claim shall be brought only in a court located in the City and State of New York and in the case of a Bank, the jurisdiction in which the Bank's principal United States office is located. THE BORROWER, THE AGENT, THE ISSUING SWING LINE BANK, EACH BANK AND EACH BANK GUARANTOR HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO WHICH ANY OF THEM ARE PARTY INVOLVING ANY LOAN DOCUMENT RELATED CLAIM.

Judicial Proceedings; Waiver of Jury Trial. Any judicial Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive 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 sitting in New York County, and any appellate court from any thereof, in any action or proceeding brought against the Borrower with respect arising out of or relating to any Loan Document Related Claim Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought heard and determined in any such New York State court of competent jurisdiction in The City of New York, and, by execution and delivery of this Agreement, the Borrower (a) accepts, generally and unconditionally, the nonexclusive jurisdiction of such courts and any related appellate court and irrevocably agrees to be bound by any final judgment rendered thereby in connection with any Loan Document Related Claim and (b) irrevocably waivesor, to the extent permitted by Applicable Lawlaw, in such Federal court and irrevocably waives any objection it may now or hereafter have as to the venue of any such proceeding brought in such a court or that such a court is an inconvenient forum. The Borrower hereby Each party hereto waives personal service of process and consents that service of process upon it may be made by certified or registered mail, return receipt requested, at its address specified or determined in accordance with the provisions of Section 9.01(a)(ii)9.01, and service so made shall be deemed completed on the third Business Day after such service is deposited in the mail. Any judicial proceeding by any Loan Party against the Lender involving any Loan Document Related Claim shall be brought only in 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 sitting in New York County, and any appellate court from any thereof. Nothing herein in any Loan Document shall affect any right that the right of any Agent, the Issuing Bank, any Bank or any other Indemnified Person to serve process in any other manner permitted by law or shall limit the right of any Agent, the Issuing Bank, any Bank or any other Indemnified Person Lender may otherwise have to bring proceedings any action or proceeding relating to any Loan Document against Parent or the Borrower or their respective properties in the courts of any other jurisdiction. THE BORROWER, THE AGENT, THE ISSUING BANK AND EACH BANK PARTY HERETO HEREBY WAIVE WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO WHICH THEY ARE PARTIES INVOLVING ANY LOAN DOCUMENT RELATED CLAIM.

Judicial Proceedings; Waiver of Jury Trial. (a) Any judicial proceeding Action seeking to enforce any provision of, or, directly or indirectly arising out of or in any way relating to, this Agreement or the transactions contemplated hereby shall be brought against in any state or federal court located in the Borrower with respect State of Delaware, and Buyer, the Company and the Shareholders hereby irrevocably consent to the exclusive jurisdiction of such courts in any Loan Document Related Claim such Action and irrevocably waive, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such Action in any such court or that any such Action brought in any such court has been brought in an inconvenient forum. Process in any such Action may be brought served on any of Buyer, the Company or the Shareholders anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, Buyer, the Company and the Shareholders hereby acknowledge that service of process on any of them as provided in Section 13.10 shall be deemed effective service of process thereon. (b) Nothing contained in Section 13.9(a) shall limit the right of Buyer to take any Action in any court of competent jurisdiction for the purposes of enforcing any judgment or any equitable remedy or relief, nor shall the taking of any such Action by Buyer in The City one or more jurisdictions preclude the taking of New York, and, by execution any such Action in any other jurisdiction (whether concurrently or not) if and delivery of this Agreement, the Borrower (a) accepts, generally and unconditionally, the nonexclusive jurisdiction of such courts and any related appellate court and irrevocably agrees to be bound by any final judgment rendered thereby in connection with any Loan Document Related Claim and (b) irrevocably waives, to the extent permitted by Applicable Law, any objection it may now or hereafter have as to the venue of any such proceeding brought in such a court or that such a court is an inconvenient forum. The Borrower hereby waives personal service of process and consents that service of process upon it may be made by certified or registered mail, return receipt requested, at its address specified or determined in accordance with the provisions of Section 9.01(a)(ii), and service so made shall be deemed completed on the third Business Day after such service is deposited in the mail. Nothing herein shall affect the right of any Agent, the Issuing Bank, any Bank or any other Indemnified Person to serve process in any other manner permitted by law or shall limit the right of any Agent, the Issuing Bank, any Bank or any other Indemnified Person to bring proceedings against the Borrower in the courts of any other jurisdiction. THE BORROWER. (c) BUYER, THE AGENTCOMPANY AND THE SHAREHOLDERS HEREBY WAIVE, TO THE ISSUING BANK AND EACH BANK HEREBY WAIVE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT OR THEY MAY HAVE TO A TRIAL BY JURY IN ANY JUDICIAL LEGAL PROCEEDING INVOLVING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY LOAN DOCUMENT RELATED CLAIMOTHER THEORY). BUYER, THE COMPANY AND THE SHAREHOLDERS (1) CERTIFY THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF IT OR THEM HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER(S) WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (2) ACKNOWLEDGE THAT THEY HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.