Common use of Jurisdiction and Exclusive Venue Clause in Contracts

Jurisdiction and Exclusive Venue. Each of the Parties irrevocably agrees that any Action of any kind whatsoever, including a counterclaim, cross-claim, or defense, regardless of the legal theory under which any Liability or obligation may be sought to be imposed, whether sounding in contract or in tort or under statute, 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 negotiation, execution, or performance of this Agreement or the Transactions and any questions concerning the construction, interpretation, validity and enforceability of this Agreement (each, an “Agreement Dispute”) brought by any other Party or its successors or assigns will be brought and determined only in (a) the Bankruptcy Court and any federal court to which an appeal from the Bankruptcy Court may be validly taken or (b) if the Bankruptcy Court is unwilling or unable to hear such Action, in the Court of Chancery of the State of Delaware (or if such court lacks jurisdiction, any other state or federal court sitting in the State of Delaware) (the “Chosen Courts”), and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the Chosen Courts for itself and with respect to its property, generally and unconditionally, with regard to any Agreement Dispute. Each of the Parties agrees not to commence any Agreement Dispute except in the Chosen Courts, other than Actions in any court of competent jurisdiction to enforce any Order, decree or award rendered by any Chosen Courts, and no Party will file a motion to dismiss any Agreement Dispute filed in a Chosen Court on any jurisdictional or venue-related grounds, including the doctrine of forum non-conveniens. The Parties irrevocably agree that venue would be proper in any of the Chosen Court, and hereby irrevocably waive any objection that any such court is an improper or inconvenient forum for the resolution of any Agreement Dispute. Each of the Parties further irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 10.3. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Law.

Jurisdiction and Exclusive Venue. Each of the Parties irrevocably agrees that any Action claim, action, suit, investigation or proceeding of any kind whatsoever, including a counterclaim, cross-claim, claim or defense, regardless of the legal theory under which any Liability such liability or obligation may be sought to be imposed, whether sounding in contract or in tort or under statutetort, or whether at law or in equity, or otherwise under any legal or equitable theory, that may be based upon, arising out of, of or related to this Agreement or the negotiation, execution, execution or performance of this Agreement or and the Transactions and any questions concerning the construction, interpretation, validity and enforceability of this Agreement (each, an “Agreement Dispute”) transactions contemplated hereby brought by any other Party or its successors or assigns will shall be brought and determined only in (a) the Bankruptcy Delaware Chancery Court and any federal state court sitting in the State of Delaware to which an appeal from the Bankruptcy Delaware Chancery Court may be validly taken or (b) or, if the Bankruptcy Delaware Chancery Court is unwilling or unable declines to hear such Action, in the Court of Chancery of the State of Delaware (or if such court lacks jurisdictionaccept jurisdiction over a particular matter, any other state or federal court sitting in within the State of Delaware) (the “Chosen Courts”), and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the Chosen Courts aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such claim, action, suit, proceeding or investigation arising out of or relating to this Agreement Disputeand the transactions contemplated hereby. Each of the Parties agrees not to commence any Agreement Dispute claim, action, suit, proceeding or investigation relating thereto except in the Chosen Courtscourts described above in Delaware, other than Actions actions in any court of competent jurisdiction to enforce any Orderjudgment, decree or award rendered by any Chosen Courtssuch court in Delaware as described herein, and no Party will shall file a motion to dismiss any Agreement Dispute action filed in a Chosen Court state or federal court in the State of Delaware, on any jurisdictional or venue-related grounds, including the doctrine of forum non-non conveniens. The Parties irrevocably agree that venue would be proper in any of the Chosen Courtcourts in Delaware described above, and hereby irrevocably waive any objection that any such court is an improper or inconvenient forum for the resolution of any Agreement Disputesuch suit, action or proceeding. Each of the Parties further irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 10.310.4. Nothing in this Agreement will shall affect the right of any Party to serve process in any other manner permitted by applicable Law.

Jurisdiction and Exclusive Venue. Each of the Parties irrevocably agrees that any Action of any kind whatsoever, including a counterclaim, cross-claim, or defense, regardless of the legal theory under which any Liability or obligation may be sought to be imposed, whether sounding in contract or in tort or under statute, 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 negotiation, execution, execution or performance of this Agreement or and the Transactions and any questions concerning the construction, interpretation, validity and enforceability of this Agreement (each, an “Agreement Dispute”) transactions contemplated hereby brought by any other Party or its successors or assigns will be brought and determined only in (a) the Bankruptcy Court and any federal court to which an appeal from the Bankruptcy Court may be validly taken or (b) if the Bankruptcy Court is unwilling or unable to hear such Action, in the Delaware Chancery Court of Chancery of the State of Delaware (or if such court lacks jurisdiction, and any other state or federal court sitting in the State of Delaware to which an appeal from the Delaware Chancery Court may be validly taken (or, if the Delaware Chancery Court declines to accept jurisdiction over a particular matter, any state or federal court within the state of Delaware) ((a) and (b), the “Chosen Courts”), and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the Chosen Courts for itself and with respect to its property, generally and unconditionally, with regard to any such Action arising out of or relating to this Agreement Disputeand the transactions contemplated hereby. Each of the Parties agrees not to commence any Agreement Dispute Action relating thereto except in the Chosen Courts, other than Actions in any court of competent jurisdiction to enforce any Order, decree or award rendered by any Chosen CourtsCourt, and no Party will file a motion to dismiss any Agreement Dispute Action filed in a Chosen Court on any jurisdictional or venue-related grounds, including the doctrine of forum non-conveniens. The Parties irrevocably agree that venue would be proper in any of the Chosen CourtCourts, and hereby irrevocably waive any objection that any such court is an improper or inconvenient forum for the resolution of any Agreement Disputesuch Action. Each of the Parties further irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 10.3. Nothing in this Agreement will affect the right of any Party to this agreement to serve process in any other manner permitted by Law.

Jurisdiction and Exclusive Venue. Each of the Parties irrevocably agrees that any Action of any kind whatsoever, including a counterclaim, cross-claim, claim or defense, regardless of the legal theory under which any Liability or obligation may be sought to be imposed, whether sounding in contract or in tort or under statute, 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 other Transaction Agreements or the negotiation, execution, execution or performance of this Agreement or the Transactions other Transaction Agreements or the transactions contemplated hereby or thereby and any questions concerning the construction, interpretation, validity and enforceability of this Agreement or the other Transaction Agreements (each, an “Agreement Dispute”) brought by any other Party or its successors or assigns will be brought and determined only in (a) the Bankruptcy Court and any federal court to which an appeal from the Bankruptcy Court may be validly taken or (b) if the Bankruptcy Court is unwilling or unable to hear such Action, in the Court of Chancery of United States federal courts for the State District of Delaware (or if such court lacks jurisdiction, any other state or federal court sitting in the State of Delaware) (the “Chosen Courts”), and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the Chosen Courts for itself and with respect to its property, generally and unconditionally, with regard to any Agreement Dispute. Each of the Parties agrees not to commence any Agreement Dispute except in the Chosen Courts, other than Actions in any court of competent jurisdiction to enforce any Order, decree or award rendered by any Chosen Courts, and no Party will file a motion to dismiss any Agreement Dispute filed in a Chosen Court on any jurisdictional or venue-related grounds, including the doctrine of forum non-conveniens. The Parties irrevocably agree that venue would be proper in any of the Chosen Court, and hereby irrevocably waive any objection that any such court is an improper or inconvenient forum for the resolution of any Agreement Dispute. Each of the Parties further irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 10.3. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Law.

Jurisdiction and Exclusive Venue. Each of the Parties irrevocably agrees that any Action of any kind whatsoever, including a counterclaim, cross-claim, or defense, regardless of the legal theory under which any Liability or obligation may be sought to be imposed, whether sounding in contract or in tort or under statute, 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 negotiation, execution, or performance of this Agreement or the Transactions and any questions concerning the construction, interpretation, validity and enforceability of this Agreement (each, an “Agreement Dispute”) brought by any other Party or its successors or assigns will be brought and determined only in (a) the Bankruptcy Court and any federal court to which an appeal from the Bankruptcy Court may be validly taken or (b) if the Bankruptcy Court is unwilling or unable to hear such Action, in the Court of Chancery of the State of Delaware (or if such court lacks jurisdiction, any other state or federal court sitting in the State of Delaware) (the “Chosen Courts”), and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the Chosen Courts for itself and with respect to its property, generally and unconditionally, with regard to any Agreement Dispute. Each of the Parties agrees not to commence any Agreement Dispute except in the Chosen Courts, other than Actions in any court of competent jurisdiction to enforce any Order, decree or award rendered by any Chosen Courts, and no Party will file a motion to dismiss any Agreement Dispute filed in a Chosen Court on any jurisdictional or venue-related grounds, including the doctrine of forum non-conveniens. The Parties irrevocably agree that venue would be proper in any of the Chosen Court, and hereby irrevocably waive any objection that any such court is an improper or inconvenient forum for the resolution of any Agreement Dispute. Each of the Parties further irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 10.38.3. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Law.

Jurisdiction and Exclusive Venue. Each of the Parties irrevocably agrees that any Action Proceeding of any kind whatsoever, including a counterclaim, cross-claim, or defense, regardless of the legal theory under which any Liability or obligation may be sought to be imposed, whether sounding in contract or in tort or under statute, 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 negotiation, execution, or performance of this Agreement or the Transactions transactions contemplated hereby and any questions concerning the construction, interpretation, validity and enforceability of this Agreement (each, an “Agreement Dispute”) brought by any other Party or its successors or assigns will be brought and determined only in (a) the Bankruptcy Court and any federal court to which an appeal from the Bankruptcy Court may be validly taken or (b) if the Bankruptcy Court is unwilling or unable to hear such ActionProceeding, in the Court United States federal courts for the Southern District of Chancery of the State of Delaware (or if such court lacks jurisdiction, any other state or federal court sitting in the State of Delaware) New York (the “Chosen Courts”), and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the Chosen Courts for itself and with respect to its property, generally and unconditionally, with regard to any Agreement Dispute. Each of the Parties agrees not to commence any Agreement Dispute except in the Chosen Courts, other than Actions Proceedings in any court of competent jurisdiction to enforce any Order, decree or award rendered by any Chosen Courts, and no Party will file a motion to dismiss any Agreement Dispute filed in a Chosen Court on any jurisdictional or venue-related grounds, including the doctrine of forum non-conveniens. The Parties irrevocably agree that venue would be proper in any of the Chosen Court, and hereby irrevocably waive any objection that any such court is an improper or inconvenient forum for the resolution of any Agreement Dispute. Each of the Parties further irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 10.312.3. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Law.

Jurisdiction and Exclusive Venue. Each of the Parties irrevocably agrees that any Action action, suit, claim, investigation or proceeding of any kind whatsoever, including a counterclaim, cross-claimcross‑claim, or defense, regardless of the legal theory under which any Liability such liability or obligation may be sought to be imposed, whether sounding in contract or in tort or under statutetort, or whether at law or in equity, or otherwise under any legal or equitable theory, that may be based upon, arising out of, of or related to this Agreement or the negotiation, execution, execution or performance of this Agreement or the Transactions and any questions concerning the construction, interpretation, validity and enforceability of this Agreement (each, an “Agreement Dispute”) brought by any other Party or its successors or assigns will be brought and determined only in (a) the Bankruptcy Delaware Chancery Court and any federal state court sitting in the State of Delaware to which an appeal from the Bankruptcy Delaware Chancery Court may be validly taken or (b) or, if the Bankruptcy Delaware Chancery Court declines to accept jurisdiction over a particular matter or is unwilling or unable to timely hear such Actionany action, in the Court suit, claim or proceeding as a result of Chancery of the State of Delaware (COVID-19 or if such court lacks jurisdictionany COVID-19 Measure, any other state or federal court sitting in the State of Delaware) (the “Chosen Courts”Delaware and any federal appellate court therefrom), and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the Chosen Courts aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action, suit, claim, investigation or proceeding arising out of or relating to this Agreement Disputeand the Transactions. Each of the Parties agrees not to commence any Agreement Dispute action, suit, claim or proceeding relating thereto except in the Chosen Courtscourts described above in Delaware, other than Actions actions in any court of competent jurisdiction to enforce any Orderjudgment, decree or award rendered by any Chosen Courtssuch court in Delaware as described herein, and no Party will file a motion to dismiss any Agreement Dispute action filed in a Chosen Court state or federal court in the State of Delaware, on any jurisdictional or venue-related venue‑related grounds, including the doctrine of forum non-conveniensnon‑conveniens. The Parties Each Party hereby irrevocably agree that venue would be proper consents to the service of any and all process in any such action, suit, claim or proceeding by delivery of the Chosen Court, and hereby irrevocably waive any objection that any such court is an improper or inconvenient forum for the resolution of any Agreement Dispute. Each of the Parties further irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 10.3. Nothing in this Agreement will affect the right 10.06 and agrees not to assert (by way of any Party to serve process motion, as a defense or otherwise) in any other manner permitted by Lawaction, suit, claim or proceeding any claim that service of process made in accordance with Section 10.06 does not constitute good and valid service of process.

Jurisdiction and Exclusive Venue. Each of the Parties irrevocably agrees that any Action of any kind whatsoever, including a counterclaim, cross-claim, or defense, regardless of the legal theory under which any Liability or obligation may be sought to be imposed, whether sounding in contract or in tort or under statute, 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 negotiation, execution, or performance of this Agreement or the Transactions transactions contemplated hereby and any questions concerning the construction, interpretation, validity and enforceability of this Agreement (each, an “Agreement Dispute”) brought by any other Party or its successors or assigns will be brought and determined only in (a) the Bankruptcy Court and any federal court to which an appeal from the Bankruptcy Court may be validly taken or (b) if the Bankruptcy Court is unwilling or unable to hear such Action, in the Court of Chancery of the State of Delaware (or if such court lacks jurisdiction, any other state or federal court sitting in the State of Delaware) (the “Chosen Courts”), and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the Chosen Courts for itself and with respect to its property, generally and unconditionally, with regard to any Agreement Dispute. Each of the Parties agrees not to commence any Agreement Dispute except in the Chosen Courts, other than Actions in any court of competent jurisdiction to enforce any Order, decree or award rendered by any Chosen Courts, and no Party will file a motion to dismiss any Agreement Dispute filed in a Chosen Court on any jurisdictional or venue-related grounds, including the doctrine of forum non-conveniens. The Parties irrevocably agree that venue would be proper in any of the Chosen Court, and hereby irrevocably waive any objection that any such court is an improper or inconvenient forum for the resolution of any Agreement Dispute. Each of the Parties further irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 10.39.3. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Law.

Jurisdiction and Exclusive Venue. Each of the Parties irrevocably agrees that any Action of any kind whatsoever, including a counterclaim, cross-claim, or defense, regardless of the legal theory under which any Liability or obligation may be sought to be imposed, whether sounding in contract or in tort or under statute, 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 negotiation, execution, or performance of this Agreement or the Transactions transactions contemplated hereby and any questions concerning the construction, interpretation, validity and enforceability of this Agreement (each, an “Agreement Dispute”) brought by any other Party or its successors or assigns will be brought and determined only in (a) the Bankruptcy Court and any federal court to which an appeal from the Bankruptcy Court may be validly taken or (b) if the Bankruptcy Court is unwilling or unable to hear such Action, in the Court of Chancery of the State of Delaware (or if such court lacks jurisdiction, any other state or federal court sitting in the State of Delaware) (the “Chosen Courts”), and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the Chosen Courts for itself and with respect to its property, generally and unconditionally, with regard to any Agreement Dispute. Each of the Parties parties hereto agrees not to commence any Agreement Dispute except in the Chosen Courts, other than Actions in any court of competent jurisdiction to enforce any Order, decree or award rendered by any Chosen Courts, and no Party will file a motion to dismiss any Agreement Dispute filed in a Chosen Court on any jurisdictional or venue-related grounds, including the doctrine of forum non-conveniens. The Parties irrevocably agree that venue would be proper in any of the Chosen Court, and hereby irrevocably waive any objection that any such court is an improper or inconvenient forum for the resolution of any Agreement Dispute. Each of the Parties further irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 10.39.3 of the Purchase Agreement. Nothing in this Agreement will affect the right of any Party party hereto to serve process in any other manner permitted by Law.

Jurisdiction and Exclusive Venue. Each of the Parties irrevocably agrees that any Action of any kind whatsoever, including a counterclaim, cross-claim, or defense, regardless of the legal theory under which any Liability or obligation may be sought to be imposed, whether sounding in contract or in tort or under statute, 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 negotiation, execution, execution or performance of this Agreement or and the Transactions and any questions concerning the construction, interpretation, validity and enforceability of this Agreement (each, an “Agreement Dispute”) transactions contemplated hereby brought by any other Party or its successors or assigns will be brought and determined only in (a) the Bankruptcy Court and any federal court to which an appeal from the Bankruptcy Court may be validly taken or (b) if the Bankruptcy Court is unwilling or unable to hear such Action, in the Delaware Chancery Court of Chancery of the State of Delaware (or if such court lacks jurisdiction, and any other state or federal court sitting in the State of Delaware to which an appeal from the Delaware Chancery Court may be validly taken (or, if the Delaware Chancery Court declines to accept jurisdiction over a particular matter, any state or federal court within the state of Delaware) ((a) and (b), the “Chosen Courts XE “Chosen Courts” ”), and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the Chosen Courts for itself and with respect to its property, generally and unconditionally, with regard to any such Action arising out of or relating to this Agreement Disputeand the transactions contemplated hereby. Each of the Parties agrees not to commence any Agreement Dispute Action relating thereto except in the Chosen Courts, other than Actions in any court of competent jurisdiction to enforce any Order, decree or award rendered by any Chosen CourtsCourt, and no Party will file a motion to dismiss any Agreement Dispute Action filed in a Chosen Court on any jurisdictional or venue-related grounds, including the doctrine of forum non-conveniens. The Parties irrevocably agree that venue would be proper in any of the Chosen CourtCourts, and hereby irrevocably waive any objection that any such court is an improper or inconvenient forum for the resolution of any Agreement Disputesuch Action. Each of the Parties further irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 10.3. Nothing in this Agreement will affect the right of any Party to this Agreement to serve process in any other manner permitted by Law.

Jurisdiction and Exclusive Venue. Each of the Parties irrevocably agrees that any Action of any kind whatsoever, including a counterclaim, cross-claim, or defense, regardless of the legal theory under which any Liability or obligation may be sought to be imposed, whether sounding in contract or in tort or under statute, 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 negotiation, execution, or performance of this Agreement or the Transactions and any questions concerning the construction, interpretation, validity and enforceability of this Agreement (each, an “Agreement Dispute”) brought by any other Party or its successors or assigns will be brought and determined only in (a) the Bankruptcy Court and any federal court to which an appeal from the Bankruptcy Court may be validly taken or (b) if the Bankruptcy Court is unwilling or unable to hear such Action, the United States District Court for the Southern District of New York or, solely in the event that such United States District Court of Chancery of the State of Delaware (does not have or if will not exercise jurisdiction over such court lacks jurisdictionmatter, any other New York state or federal court sitting in the State of Delaware) New York, New York (the “Chosen Courts”), and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the Chosen Courts for itself and with respect to its property, generally and unconditionally, with regard to any Agreement Dispute. Each of the Parties agrees not to commence any Agreement Dispute except in the Chosen Courts, other than Actions in any court of competent jurisdiction to enforce any Order, decree or award rendered by any Chosen Courts, and no Party will file a motion to dismiss any Agreement Dispute filed in a Chosen Court on any jurisdictional or venue-related grounds, including the doctrine of forum non-conveniens. The Parties irrevocably agree that venue would be proper in any of the Chosen Court, and hereby irrevocably waive any objection that any such court is an improper or inconvenient forum for the resolution of any Agreement Dispute. Each of the Parties further irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 10.3. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Law.

Jurisdiction and Exclusive Venue. (a) Each of the Parties parties irrevocably agrees that any Action action, suit, claim, investigation or proceeding of any kind whatsoever, including a counterclaim, cross-claim, or defense, regardless of the legal theory under which any Liability such liability or obligation may be sought to be imposed, whether sounding in contract or in tort or under statutetort, or whether at law or in equity, or otherwise under any legal or equitable theory, that may be based upon, arising out of, of or related to this Agreement or the negotiation, execution, execution or performance of this Agreement or the Transactions and any questions concerning the construction, interpretation, validity and enforceability of this Agreement (each, an “Agreement Dispute”) brought by any other Party party or its successors or assigns will be brought and determined only in (a) the Bankruptcy Delaware Chancery Court and any federal state court sitting in the State of Delaware to which an appeal from the Bankruptcy Delaware Chancery Court may be validly taken or (b) or, if the Bankruptcy Delaware Chancery Court is unwilling or unable declines to hear such Action, in the Court of Chancery of the State of Delaware (or if such court lacks jurisdictionaccept jurisdiction over a particular matter, any other state or federal court sitting in the State of Delaware) (the “Chosen Courts”Delaware and any federal appellate court therefrom), and each of the Parties parties hereby irrevocably submits to the exclusive jurisdiction of the Chosen Courts aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action, suit, claim, investigation or proceeding arising out of or relating to this Agreement Disputeand the Transactions. Each of the Parties parties agrees not to commence any Agreement Dispute action, suit, claim or proceeding relating thereto except in the Chosen Courtscourts described above in Delaware, other than Actions actions in any court of competent jurisdiction to enforce any Orderjudgment, decree or award rendered by any Chosen Courtssuch court in Delaware as described herein, and no Party party will file a motion to dismiss any Agreement Dispute action filed in a Chosen Court state or federal court in the State of Delaware, on any jurisdictional or venue-related grounds, including the doctrine of forum non-conveniens. The Parties Each party hereby irrevocably agree that venue would be proper consents to the service of any and all process in any such action, suit, claim or proceeding by delivery of the Chosen Court, and hereby irrevocably waive any objection that any such court is an improper or inconvenient forum for the resolution of any Agreement Dispute. Each of the Parties further irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 10.3. Nothing 11.06 and agrees not to assert (by way of motion, as a defense or otherwise) in any action, suit, claim or proceeding any claim that service of process made in accordance with Section 11.06 does not constitute good and valid service of process. (b) Notwithstanding anything to the contrary contained in this Agreement will affect Agreement, each of the right parties hereto (in the case of the Representative, on behalf of itself and each of the Stockholders and Optionholders) irrevocably agrees that any action, suit, claim, investigation or proceeding of any Party kind whatsoever against the Debt Financing Sources or any of the Debt Financing Source Related Parties, including a counterclaim, cross-claim, or defense, regardless of the legal theory under which such liability or obligation may be sought to serve process 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 negotiation, execution or performance of this Agreement or the Transactions, including any dispute relating to the Debt Financing, brought by any party hereto, any Stockholder or any Optionholder or any of their respective successors or assigns against the Debt Financing Sources or any of the Debt Financing Source Related Parties will be brought and determined only in the United States federal court located in, or if that court does not have subject matter jurisdiction, in any New York state court located in, the Borough of Manhattan in the City of New York, New York, and each of the parties hereto (in the case of the Representative, on behalf of itself and each of the Stockholders and Optionholders) hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action, suit, claim, investigation or proceeding arising out of or relating to this Agreement and the Transactions, including any action, suit, claim investigation or proceeding arising out of or relating to the Debt Financing. Each of the parties hereto (in the case of the Representative, on behalf of itself and each of the Stockholders and Optionholders) agrees not to commence any action, suit, claim or proceeding relating thereto against the Debt Financing Sources or any of the Debt Financing Source Related Parties except in the courts described above in New York, other manner permitted than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by Lawany such court in New York as described herein, and no party hereto (in the case of the Representative, on behalf of itself and each of the Stockholders and Optionholders) will file a motion to dismiss any action filed in a state or federal court in the State of New York against the Debt Financing Sources or any of the Debt Financing Source Related Parties, on any jurisdictional or venue-related grounds, including the doctrine of forum non-conveniens.

Jurisdiction and Exclusive Venue. Each of the Parties parties irrevocably agrees that any Action action, suit, claim, investigation or proceeding of any kind whatsoever, including a counterclaim, cross-claim, or defense, regardless of the legal theory under which any Liability such liability or obligation may be sought to be imposed, whether sounding in contract or in tort or under statutetort, or whether at law or in equity, or otherwise under any legal or equitable theory, that may be based upon, arising out of, of or related to this Agreement or the negotiation, execution, execution or performance of this Agreement or the Transactions and any questions concerning the construction, interpretation, validity and enforceability of this Agreement (each, an “Agreement Dispute”) brought by any other Party party or its successors or assigns will be brought and determined only in (a) the Bankruptcy Delaware Chancery Court and any federal state court sitting in the State of Delaware to which an appeal from the Bankruptcy Delaware Chancery Court may be validly taken or (b) or, if the Bankruptcy Delaware Chancery Court is unwilling or unable declines to hear such Action, in the Court of Chancery of the State of Delaware (or if such court lacks jurisdictionaccept jurisdiction over a particular matter, any other state or federal court sitting in the State of Delaware) (the “Chosen Courts”Delaware and any federal appellate court therefrom), and each of the Parties parties hereby irrevocably submits to the exclusive jurisdiction of the Chosen Courts aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action, suit, claim, investigation or proceeding arising out of or relating to this Agreement Disputeand the Transactions. Each of the Parties parties agrees not to commence any Agreement Dispute action, suit, claim or proceeding relating thereto except in the Chosen Courtscourts described above in Delaware, other than Actions actions in any court of competent jurisdiction to enforce any Orderjudgment, decree or award rendered by any Chosen Courtssuch court in Delaware as described herein, and no Party party will file a motion to dismiss any Agreement Dispute action filed in a Chosen Court state or federal court in the State of Delaware, on any jurisdictional or venue-related grounds, including the doctrine of forum non-conveniens. The Parties Each party hereby irrevocably agree that venue would be proper consents to the service of any and all process in any such action, suit, claim or proceeding by delivery of the Chosen Court, and hereby irrevocably waive any objection that any such court is an improper or inconvenient forum for the resolution of any Agreement Dispute. Each of the Parties further irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 10.3. Nothing in this Agreement will affect the right 11.06 and agrees not to assert (by way of any Party to serve process motion, as a defense or otherwise) in any other manner permitted by Lawaction, suit, claim or proceeding any claim that service of process made in accordance with Section 11.06 does not constitute good and valid service of process.

Jurisdiction and Exclusive Venue. Each of the Parties parties irrevocably agrees that any Action action, suit, claim, investigation or proceeding of any kind whatsoever, including a counterclaim, cross-claim, or defense, regardless of the legal theory under which any Liability such liability or obligation may be sought to be imposed, whether sounding in contract or in tort or under statutetort, or whether at law or in equity, or otherwise under any legal or equitable theory, that may be based upon, arising out of, of or related to this Agreement or the negotiation, execution, execution or performance of this Agreement or the Transactions and any questions concerning the construction, interpretation, validity and enforceability of this Agreement (each, an “Agreement Dispute”) brought by any other Party party or its successors or assigns will be brought and determined only in (a) the Bankruptcy Court and any federal court to which an appeal from the Bankruptcy Court may be validly taken or (b) if the Bankruptcy Court is unwilling or unable to hear such Action, in the Court of Chancery of the State of Delaware (or if such court lacks unless the Court of Chancery of the State of Delaware has no jurisdiction, or declines to accept jurisdiction over a particular matter, in which case, in any other state or federal court sitting in within the State of Delaware) ), and, in each case, appellate courts therefrom (the “Chosen Courts”), and each of the Parties parties hereby irrevocably submits to the exclusive jurisdiction of the Chosen Courts for itself and with respect to its property, generally and unconditionally, with regard to any such action, suit, claim, investigation or proceeding arising out of or relating to this Agreement Disputeand the Transactions. Each of the Parties parties agrees not to commence any Agreement Dispute action, suit, claim or proceeding relating thereto except in the Chosen Courts, other than Actions actions in any court of competent jurisdiction to enforce any Orderjudgment, decree or award rendered by any Chosen Courts, and no Party party will file a motion to dismiss any Agreement Dispute action filed in a the Chosen Court Courts, on any jurisdictional grounds of personal jurisdiction, or venue-related grounds, including the doctrine of forum non-conveniens. The Parties Each party hereby irrevocably agree that venue would be proper consents to the service of any and all process in any such action, suit, claim or proceeding by delivery of the Chosen Court, and hereby irrevocably waive any objection that any such court is an improper or inconvenient forum for the resolution of any Agreement Dispute. Each of the Parties further irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 10.3. Nothing in this Agreement will affect the right 11.06 and agrees not to assert (by way of any Party to serve process motion, as a defense or otherwise) in any other manner permitted by Lawaction, suit, claim or proceeding any claim that service of process made in accordance with Section 11.06 does not constitute good and valid service of process.

Jurisdiction and Exclusive Venue. Each of the Parties irrevocably agrees that any Action of any kind whatsoever, including a counterclaim, cross-claim, or defense, regardless of the legal theory under which any Liability or obligation may be sought to be imposed, whether sounding in contract or in tort or under statute, 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 negotiation, execution, execution or performance of this Agreement or and the Transactions and any questions concerning the construction, interpretation, validity and enforceability of this Agreement (each, an “Agreement Dispute”) transactions contemplated hereby brought by any other Party or its successors or assigns will be brought and determined only in (a) the Bankruptcy Court and any federal court to which an appeal from the Bankruptcy Court may be validly taken or (b) if the Bankruptcy Court is unwilling or unable to hear such Action, in the Delaware Chancery Court of Chancery of the State of Delaware (or if such court lacks jurisdiction, and any other state or federal court sitting in the State of Delaware to which an appeal from the Delaware Chancery Court may be validly taken (or, if the Delaware Chancery Court declines to accept jurisdiction over a particular matter, any state or federal court within the state of Delaware) (clauses (a) – (b), the “Chosen Courts”), and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the Chosen Courts for itself and with respect to its property, generally and unconditionally, with regard to any such Action arising out of or relating to this Agreement Disputeand the transactions contemplated hereby. Each of the Parties agrees not to commence any Agreement Dispute Action relating thereto except in the Chosen Courts, other than Actions in any court of competent jurisdiction to enforce any Order, decree or award rendered by any Chosen CourtsCourt, and no Party will file a motion to dismiss any Agreement Dispute Action filed in a Chosen Court on any jurisdictional or venue-related grounds, including the doctrine of forum non-conveniens. The Parties irrevocably agree that venue would be proper in any of the Chosen CourtCourts, and hereby irrevocably waive any objection that any such court is an improper or inconvenient forum for the resolution of any Agreement Disputesuch Action. Each of the Parties further irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 10.3. Nothing in this Agreement will affect the right of any Party to this agreement to serve process in any other manner permitted by Law.

Jurisdiction and Exclusive Venue. Each of the Parties irrevocably agrees that any Action of any kind whatsoever, including a counterclaim, cross-claim, or defense, regardless of the legal theory under which any Liability or obligation may be sought to be imposed, whether sounding in contract or in tort or under statute, 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 negotiation, execution, or performance of this Agreement Agreement, the Transaction Agreements or the Transactions and any questions concerning the construction, interpretation, validity and enforceability of this Agreement (each, an “Agreement Dispute”) brought by any other Party or its successors or assigns will be brought and determined only in (a) the Bankruptcy Court and Court, any federal court to which an appeal from the Bankruptcy Court may be validly taken taken, and the District Court for the District of Delaware to review proposed findings of fact and conclusions of law from the Bankruptcy Court or (b) if the Bankruptcy Court is unwilling or unable to hear such Action, in the Court of Chancery of the State of Delaware (or if such court lacks jurisdiction, any other state or federal court sitting in the State of Delaware) (the “Chosen Courts”), and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the Chosen Courts for itself and with respect to its property, generally and unconditionally, with regard to any Agreement Dispute. Each of the Parties agrees not to commence any Agreement Dispute except in the Chosen Courts, other than Actions in any court of competent jurisdiction to enforce any Order, decree or award rendered by any Chosen Courts, and no Party will file a motion to dismiss any Agreement Dispute filed in a Chosen Court on any jurisdictional or venue-related grounds, including the doctrine of forum non-conveniens. The Parties irrevocably agree that venue would be proper in any of the Chosen Court, and hereby irrevocably waive any objection that any such court is an improper or inconvenient forum for the resolution of any Agreement Dispute. Each of the Parties further irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 10.38.3. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Law.

Jurisdiction and Exclusive Venue. Each of the Parties parties irrevocably agrees that any Action action, suit, claim, investigation or proceeding of any kind whatsoever, including a counterclaim, cross-claim, or defense, regardless of the legal theory under which any Liability such liability or obligation may be sought to be imposed, whether sounding in contract or in tort or under statutetort, or whether at law or in equity, or otherwise under any legal or equitable theory, that may be based upon, arising out of, of or related to this Agreement or the negotiation, execution, execution or performance of this Agreement or the Transactions and any questions concerning the construction, interpretation, validity and enforceability of this Agreement (each, an “Agreement Dispute”) brought by any other Party party or its successors or assigns will be brought and determined only in (a) the Bankruptcy Delaware Chancery Court and any federal state court sitting in the State of Delaware to which an appeal from the Bankruptcy Delaware Chancery Court may be validly taken or (b) or, if the Bankruptcy Delaware Chancery Court is unwilling or unable declines to hear such Action, in the Court of Chancery of the State of Delaware (or if such court lacks jurisdictionaccept jurisdiction over a particular matter, any other state or federal court sitting in the State of Delaware) (the “Chosen Courts”Delaware and any federal appellate court therefrom), and each of the Parties parties hereby irrevocably submits to the exclusive jurisdiction of the Chosen Courts aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action, suit, claim, investigation or proceeding arising out of or relating to this Agreement Disputeand the Transactions. Each of the Parties parties agrees not to commence any Agreement Dispute action, suit, claim or proceeding relating thereto except in the Chosen Courtscourts described above in Delaware, other than Actions actions in any court of competent jurisdiction to enforce any Orderjudgment, decree or award rendered by any Chosen Courtssuch court in Delaware as described herein, and no Party party will file a motion to dismiss any Agreement Dispute action filed in a Chosen Court state or federal court in the State of Delaware, on any jurisdictional or venue-related grounds, including the doctrine of forum non-conveniens. The Parties Each party hereby irrevocably agree that venue would be proper consents to the service of any and all process in any such action, suit, claim or proceeding by delivery of the Chosen Court, and hereby irrevocably waive any objection that any such court is an improper or inconvenient forum for the resolution of any Agreement Dispute. Each of the Parties further irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 10.3. Nothing in this Agreement will affect the right 8.14 and agrees not to assert (by way of any Party to serve process motion, as a defense or otherwise) in any other manner permitted by Lawaction, suit, claim or proceeding any claim that service of process made in accordance with Section 8.03 does not constitute good and valid service of process.

Jurisdiction and Exclusive Venue. Each of the Parties irrevocably agrees that any Action of any kind whatsoever, including a counterclaim, cross-claim, or defense, regardless of the legal theory under which any Liability or obligation may be sought to be imposed, whether sounding in contract or in tort or under statute, 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 negotiation, execution, execution or performance of this Agreement or and the Transactions and any questions concerning the construction, interpretation, validity and enforceability of this Agreement (each, an “Agreement Dispute”) transactions contemplated hereby brought by any other Party or its successors or assigns will be brought and determined only in (a) the Bankruptcy Court and any federal court to which an appeal from the Bankruptcy Court may be validly taken or (b) if the Bankruptcy Court is unwilling or unable to hear such Action, in the Delaware Chancery Court of Chancery of the State of Delaware (or if such court lacks jurisdiction, and any other state or federal court sitting in the State of Delaware to which an appeal from the Delaware Chancery Court may be validly taken (or, if the Delaware Chancery Court declines to accept jurisdiction over a particular matter, any state or federal court within the state of Delaware) (the “(a) and Chosen Courts”), and each of Courts the Parties hereby irrevocably submits to the exclusive jurisdiction of the Chosen Courts for itself and with respect to its property, generally and unconditionally, with regard to any such Action arising out of or relating to this Agreement Disputeand the transactions contemplated hereby. Each of the Parties agrees not to commence any Agreement Dispute Action relating thereto except in the Chosen Courts, other than Actions in any court of competent jurisdiction to enforce any Order, decree or award rendered by any Chosen CourtsCourt, and no Party will file a motion to dismiss any Agreement Dispute Action filed in a Chosen Court on any jurisdictional or venue-related grounds, including the doctrine of forum non-conveniens. The Parties irrevocably agree that venue would be proper in any of the Chosen CourtCourts, and hereby irrevocably waive any objection that any such court is an improper or inconvenient forum for the resolution of any Agreement Disputesuch Action. Each of the Parties further irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 10.3. Nothing in this Agreement will affect the right of any Party to this agreement to serve process in any other manner permitted by Law.

Jurisdiction and Exclusive Venue. Each of the Parties parties irrevocably agrees that any Action of any kind whatsoever, including a counterclaim, cross-claim, or defense, regardless of the legal theory under which any Liability such liability or obligation may be sought to be imposed, whether sounding in contract or in tort or under statutetort, or whether at law or in equity, or otherwise under any legal or equitable theory, that may be based upon, arising out of, of or related to this Agreement or the negotiation, execution, execution or performance of this Agreement or the Transactions and any questions concerning the construction, interpretation, validity and enforceability of this Agreement (each, an “Agreement Dispute”) brought by any other Party party or its successors or assigns will be brought and determined only in (a) the Bankruptcy Delaware Chancery Court and any federal state court sitting in the State of Delaware to which an appeal from the Bankruptcy Delaware Chancery Court may be validly taken or (b) or, if the Bankruptcy Delaware Chancery Court is unwilling or unable declines to hear such Action, in the Court of Chancery of the State of Delaware (or if such court lacks jurisdictionaccept jurisdiction over a particular matter, any other state or federal court sitting in the State of Delaware) (Delaware and any federal appellate court therefrom or, if both the “Chosen Courts”Delaware Chancery Court and the Delaware federal courts decline to accept jurisdiction over a particular matter, the Delaware Superior Court and any applicable appellate court), and each of the Parties hereby parties irrevocably submits to the exclusive jurisdiction of the Chosen Courts aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such Action arising out of or relating to this Agreement Disputeand the Transactions. Each of the Parties parties agrees not to commence any Agreement Dispute Action relating thereto except in the Chosen Courtscourts described above in Delaware, other than Actions in any court of competent jurisdiction to enforce any Orderjudgment, decree or award rendered by any Chosen Courtssuch court in Delaware as described herein, and no Party party will file a motion to dismiss any Agreement Dispute Action filed in a Chosen Court state or federal court in the State of Delaware, on any jurisdictional or venue-related grounds, including the doctrine of forum non-conveniens. The Parties Each party irrevocably agree that venue would be proper consents to the service of any and all process in any such Action by delivery of the Chosen Court, and hereby irrevocably waive any objection that any such court is an improper or inconvenient forum for the resolution of any Agreement Dispute. Each of the Parties further irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 10.311.06 and agrees not to assert (by way of motion, as a defense or otherwise) in any Action any claim that service of process made in accordance with Section 11.06 does not constitute good and valid service of process. Nothing in Notwithstanding the first paragraph of this Agreement Section 11.17, each party irrevocably agrees that it will affect the right not, and will not permit any of its controlled Affiliates to, bring any Action of any Party kind whatsoever, regardless of the legal theory under which such liability or obligation may be sought to serve process be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise under any legal or equitable theory, involving any Debt Financing Source arising out of or related to this Agreement, the Transactions, the Debt Letters or the Debt Financing in any forum other manner permitted by Lawthan the United States District Court for the Southern District of New York or the Supreme Court of the State of New York, New York County, located in the Borough of Manhattan in the City of New York and, in either case, any appellate court thereof, and each party irrevocably submits, and, if applicable, will cause its controlled Affiliates to submit, to the exclusive jurisdiction of the aforesaid courts, generally and unconditionally, with regard to any such Action involving any Debt Financing Source arising out of or relating to this Agreement, the Transactions, the Debt Letters or the Debt Financing.

Jurisdiction and Exclusive Venue. Each of the Parties parties irrevocably agrees that any Action Legal Proceeding of any kind whatsoever, including a counterclaim, cross-claim, or defense, regardless of the legal theory under which any Liability such liability or obligation may be sought to be imposed, whether sounding in contract or in tort or under statutetort, or whether at law or in equity, or otherwise under any legal or equitable theory, that may be based upon, arising out of, of or related to this Agreement or the negotiation, execution, execution or performance of this Agreement or the Transactions and any questions concerning the construction, interpretation, validity and enforceability of this Agreement (each, an “Agreement Dispute”) brought by any other Party party or its successors or assigns will be brought and determined only in (a) the Bankruptcy Delaware Court of Chancery and any federal state court sitting in the State of Delaware to which an appeal from the Bankruptcy Delaware Court of Chancery may be validly taken or (b) or, if the Bankruptcy Court is unwilling or unable to hear such Action, in the Delaware Court of Chancery of the State of Delaware (or if such court lacks jurisdictiondeclines to accept jurisdiction over a particular matter, any other state or federal court sitting in the State of Delaware) (the “Chosen Courts”Delaware and any federal appellate court therefrom), and each of the Parties parties hereby irrevocably submits to the exclusive jurisdiction of the Chosen Courts aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such Legal Proceeding arising out of or relating to this Agreement Disputeand the Transactions. Each of the Parties parties agrees not to commence any Agreement Dispute Legal Proceeding relating thereto except in the Chosen Courtscourts described above in Delaware, other than Actions actions in any court of competent jurisdiction to enforce any Orderjudgment, decree or award rendered by any Chosen Courtssuch court in Delaware as described herein, and no Party party will file a motion to dismiss any Agreement Dispute action filed in a Chosen Court state or federal court in the State of Delaware, on any jurisdictional or venue-related grounds, including the doctrine of forum non-conveniens. The Parties Each party hereby irrevocably agree that venue would be proper consents to the service of any and all process in any such Legal Proceeding by delivery of the Chosen Court, and hereby irrevocably waive any objection that any such court is an improper or inconvenient forum for the resolution of any Agreement Dispute. Each of the Parties further irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 10.3. Nothing in this Agreement will affect the right 10.06 and agrees not to assert (by way of any Party to serve process motion, as a defense or otherwise) in any other manner permitted by LawLegal Proceeding any claim that service of process made in accordance with Section 10.06 does not constitute good and valid service of process.

Jurisdiction and Exclusive Venue. Each of the Parties irrevocably agrees that any Action Proceeding of any kind whatsoever, including a counterclaim, cross-claim, or defense, regardless of the legal theory under which any Liability or obligation may be sought to be imposed, whether sounding in contract or in tort or under statute, 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 negotiation, execution, or performance of this Agreement or the Transactions transactions contemplated hereby and any questions concerning the construction, interpretation, validity and enforceability of this Agreement (each, an “Agreement Dispute”) brought by any other Party or its successors or assigns will be brought and determined only in (a) the Bankruptcy Court and any federal court to which an appeal from the Bankruptcy Court may be validly taken or (b) if the Bankruptcy Court is unwilling or unable to hear such ActionProceeding, in the Court United States federal courts for the Southern District of Chancery of the State of Delaware (or if such court lacks jurisdiction, any other state or federal court sitting in the State of Delaware) New York (the “Chosen Courts”), and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the Chosen Courts for itself and with respect to its property, generally and unconditionally, with regard to any Agreement Dispute. Each of the Parties agrees not to commence any Agreement Dispute except in the Chosen Courts, other than Actions Proceedings in any court of competent jurisdiction to enforce any Order, decree or award rendered by any Chosen Courts, and no Party will file a motion to dismiss any Agreement Dispute filed in a Chosen Court on any jurisdictional or venue-related grounds, including the doctrine of forum non-conveniensnon‑conveniens. The Parties irrevocably agree that venue would be proper in any of the Chosen Court, and hereby irrevocably waive any objection that any such court is an improper or inconvenient forum for the resolution of any Agreement Dispute. Each of the Parties further irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 10.312.3. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Law.

Jurisdiction and Exclusive Venue. Each of the Parties irrevocably agrees that any Action of any kind whatsoever, including a counterclaim, cross-claim, or defense, regardless of the legal theory under which any Liability or obligation may be sought to be imposed, whether sounding in contract or in tort or under statute, 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 negotiation, execution, or performance of this Agreement or the Transactions and any questions concerning the construction, interpretation, validity and enforceability of this Agreement (each, an “Agreement Dispute”) brought by any other Party or its successors or assigns will be brought and determined only in (a) the Bankruptcy Court and any federal court to which an appeal from the Bankruptcy Court may be validly taken or (b) if the Bankruptcy Court is unwilling or unable to hear such Action, in the Court of Chancery of the State of Delaware (or if such court lacks jurisdiction, any other state or federal court courts sitting in the State state of Delaware) (the “Chosen Courts”), and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the Chosen Courts for itself and with respect to its property, generally and unconditionally, with regard to any Agreement Dispute. Each of the Parties agrees not to commence any Agreement Dispute except in the Chosen Courts, other than Actions in any court of competent jurisdiction to enforce any Order, decree or award rendered by any Chosen Courts, and no Party will file a motion to dismiss any Agreement Dispute filed in a Chosen Court on any jurisdictional or venue-related grounds, including the doctrine of forum non-conveniens. The Parties irrevocably agree that venue would be proper in any of the Chosen Court, and hereby irrevocably waive any objection that any such court is an improper or inconvenient forum for the resolution of any Agreement Dispute. Each of the Parties further irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 10.3. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Law.

Jurisdiction and Exclusive Venue. Each of the Parties irrevocably agrees that any Action of any kind whatsoever, including a counterclaim, cross-claim, or defense, regardless of the legal theory under which any Liability or obligation may be sought to be imposed, whether sounding in contract or in tort or under statute, 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 negotiation, execution, execution or performance of this Agreement or and the Transactions and any questions concerning the construction, interpretation, validity and enforceability of this Agreement (each, an “Agreement Dispute”) transactions contemplated hereby brought by any other Party or its successors or assigns will be brought and determined only in (a) the Bankruptcy Court and any federal court to which an appeal from the Bankruptcy Court may be validly taken or (b) if the Bankruptcy Court is unwilling or unable to hear such Action, (x) in the Court case of Chancery of the State of Delaware (or if such court lacks jurisdictionany Action against any Debt Financing Source Related Party, in any other state or federal court sitting in the Borough of Manhattan in the City and State of New York (whether a state or Federal court) or (y) in the case of any other Action, in the Delaware Chancery Court and any state court sitting in the State of Delaware to which an appeal from the Delaware Chancery Court may be validly taken (or, if the Delaware Chancery Court declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) ((a) and (b), the “Chosen Courts”), and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the Chosen Courts for itself and with respect to its property, generally and unconditionally, with regard to any such Action arising out of or relating to this Agreement Disputeand the transactions contemplated hereby. Each of the Parties agrees not to commence any Agreement Dispute Action relating thereto except in the Chosen Courts, other than Actions in any court of competent jurisdiction to enforce any Order, decree or award rendered by any Chosen CourtsCourt, and no Party will file a motion to dismiss any Agreement Dispute Action filed in a Chosen Court on any jurisdictional or venue-related grounds, including the doctrine of forum non-conveniens. The Parties irrevocably agree that venue would be proper in any of the Chosen CourtCourts, and hereby irrevocably waive any objection that any such court is an improper or inconvenient forum for the resolution of any Agreement Disputesuch Action. Each of the Parties further irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 10.3. Nothing in this Agreement will affect the right of any Party to this agreement to serve process in any other manner permitted by Law.

Jurisdiction and Exclusive Venue. Each of the Parties irrevocably agrees that any Action of any kind whatsoever, including a counterclaim, cross-claim, or defense, regardless of the legal theory under which any Liability or obligation may be sought to be imposed, whether sounding in contract or in tort or under statute, 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 negotiation, execution, or performance of this Agreement or the Transactions and any questions concerning the construction, interpretation, validity and enforceability of this Agreement (each, an “Agreement Dispute”) brought by any other Party or its successors or assigns will be brought and determined only in (a) the Bankruptcy Court and any federal court to which an appeal from the Bankruptcy Court may be validly taken or (b) if the Bankruptcy Court is unwilling or unable to hear such Action, in the Court of Chancery of the State of Delaware (or if such court lacks jurisdiction, any other state or federal court sitting in the State of Delaware) (the “Chosen Courts”), and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the Chosen Courts for itself and with respect to its property, generally and unconditionally, with regard to any Agreement Dispute. Each of the Parties agrees not to commence any Agreement Dispute except in the Chosen Courts, other than Actions in any court of competent jurisdiction to enforce any Order, decree or award rendered by any Chosen Courts, and no Party will file a motion to dismiss any Agreement Dispute filed in a Chosen Court on any jurisdictional or venue-related grounds, including the doctrine of forum non-conveniensnon‑conveniens. The Parties irrevocably agree that venue would be proper in any of the Chosen Court, and hereby irrevocably waive any objection that any such court is an improper or inconvenient forum for the resolution of any Agreement Dispute. Each of the Parties further irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 10.3. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Law.

Jurisdiction and Exclusive Venue. Each of the Parties irrevocably agrees that any Action of any kind whatsoever, including a counterclaim, cross-claim, or defense, regardless of the legal theory under which any Liability or obligation may be sought to be imposed, whether sounding in contract or in tort or under statute, 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 negotiation, execution, execution or performance of this Agreement or and the Transactions and any questions concerning the construction, interpretation, validity and enforceability of this Agreement (each, an “Agreement Dispute”) transactions contemplated hereby brought by any other Party or its successors or assigns will be brought and determined only in (a) the Bankruptcy Court and any federal court to which an appeal from the Bankruptcy Court may be validly taken or (b) if the Bankruptcy Court is unwilling or unable to hear such Action, in the Delaware Chancery Court of Chancery of the State of Delaware (or if such court lacks jurisdiction, and any other state or federal court sitting in the State of Delaware to which an appeal from the Delaware Chancery Court may be validly taken (or, if the Delaware Chancery Court declines to accept jurisdiction over a particular matter, any state or federal court within the state of Delaware) ((a) and (b), the “Chosen Courts”), and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the Chosen Courts for itself and with respect to its property, generally and unconditionally, with regard to any such Action arising out of or relating to this Agreement Disputeand the transactions contemplated hereby. Each of the Parties agrees not to commence any Agreement Dispute Action relating thereto except in the Chosen Courts, other than Actions in any court of competent jurisdiction to enforce any Order, decree or award rendered by any Chosen CourtsCourt, and no Party will file a motion to dismiss any Agreement Dispute Action filed in a Chosen Court on any jurisdictional or venue-related grounds, including the doctrine of forum non-conveniens. The Parties irrevocably agree that venue would be proper in any of the Chosen CourtCourts, and hereby irrevocably waive any objection that any such court is an improper or inconvenient forum for the resolution of any Agreement Disputesuch Action. Each of the Parties further irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 10.3. Nothing in this Agreement will affect the right of any Party to this agreement to serve process in any other manner permitted by Law.Law.‌