Common use of Jurisdiction; Court Proceedings; Waiver of Jury Trial Clause in Contracts

Jurisdiction; Court Proceedings; Waiver of Jury Trial. (a) Any Litigation against any party to this Agreement arising out of, in connection with or relating to this Agreement shall be brought solely in the U.S. District Court for the Southern District of Indiana (or, if the U.S. District Court for the Southern District of Indiana declines to accept jurisdiction over a particular matter, any state court sitting in Indianapolis, Indiana) (the “Chosen Courts”) and each of the parties submits to the exclusive jurisdiction of the Chosen Courts for the purpose of any such Litigation; provided that a final judgment in any such Litigation may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably and unconditionally agrees not to assert any (i) objection that it may ever have to the laying of venue of any such Litigation in either Chosen Court, (ii) Claim that any such Litigation brought in either Chosen Court has been brought in an inconvenient forum and (iii) Claim that either Chosen Court does not have personal jurisdiction over such party with respect to such Litigation; provided that each of the parties hereto agrees that they will not bring or support any action, cause of action, claim, cross-claim or third party Claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Financing (or any alternative or replacement financing) or the performance thereof, in any forum other than the New York Supreme Court located in New York County or the United States District Court for the Southern District of New York and the appellate courts having jurisdiction of appeals in such courts.

Jurisdiction; Court Proceedings; Waiver of Jury Trial. Any controversies, claims, actions, suits, or proceedings (a“Litigation”) Any Litigation against any party to this Agreement Party arising out of, of or in connection with or any way relating to the Transaction or this Agreement shall be brought solely brought, heard and determined exclusively in the U.S. District Delaware Court for the Southern District of Indiana Chancery and state appellate courts thereof sitting in New Castle County, Delaware (or, if the U.S. District Court for the Southern District of Indiana declines such courts decline to accept jurisdiction over a particular matter, any state federal court sitting in IndianapolisNew Castle County, Indiana) (the “Chosen Courts”) Delaware), and each of the parties Parties hereby submits to the exclusive jurisdiction of the Chosen Courts such courts for the purpose of any such Litigation; provided provided, that a final judgment in any such Litigation shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party Party irrevocably and unconditionally agrees not to assert (a) any (i) objection that which it may ever have to the laying of venue of any such Litigation in either Chosen Courtthe Delaware Court of Chancery and state appellate courts thereof sitting in New Castle County, Delaware (or, if such courts decline to accept jurisdiction over a particular matter, any federal court sitting in New Castle County, Delaware), (iib) Claim any claim that any such Litigation brought in either Chosen Court any such court has been brought in an inconvenient forum and (iiic) Claim any claim that either Chosen Court such court does not have personal jurisdiction over such party with respect to such Litigation; provided . To the extent that such service of process is permitted by Law, each Party irrevocably consents to the service of process in any such Litigation in such courts by utilizing the notice provisions set forth in clauses (a), (c), or (d) of Section 10.11. Each Party irrevocably and unconditionally waives any right to a trial by jury and agrees that any of them may file a copy of this paragraph with any court as written evidence of the parties hereto agrees that they will not bring or support any actionknowing, cause of action, claim, crossvoluntary and bargained-claim or third party Claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against for agreement among the Financing Sources Parties irrevocably to waive its right to trial by jury in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Financing (or any alternative or replacement financing) or the performance thereof, in any forum other than the New York Supreme Court located in New York County or the United States District Court for the Southern District of New York and the appellate courts having jurisdiction of appeals in such courtsLitigation.

Jurisdiction; Court Proceedings; Waiver of Jury Trial. (a) Any Litigation Action against any party to this Agreement arising out of, of or in connection with or any way relating to this Agreement shall be brought solely in any federal or state court located in the U.S. District Court for the Southern District State of Indiana (or, if the U.S. District Court for the Southern District of Indiana declines to accept jurisdiction over a particular matter, any state court sitting New York in Indianapolis, Indiana) (the “Chosen Courts”) New York County and each of the parties hereby submits to the exclusive jurisdiction of the Chosen Courts such courts for the purpose of any such LitigationAction; provided provided, that a final non-appealable judgment in any such Litigation Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. The parties hereto acknowledge and agree that (i) any dispute as to whether a termination of a Principal Employee’s employment was a Permissible Termination or a resignation for Good Reason (as such terms are defined in the Employment Documentation), in each case, prior to the expiration of the Third Earnout Period, shall be resolved in single action pursuant to this Section 12.12 and that, in the event that such action is initiated by or against either the Members’ Representative under this Agreement or the applicable Principal Employee under the Employment Documentation, the other of the Members’ Representative or such Principal Employee shall be provided with notice of such action and afforded an opportunity to join such action and (ii) any final non-appealable judgment in accordance with this Section 12.12 (or any binding settlement in accordance with the terms of this Agreement) regarding whether a termination of a Principal Employee was a Permissible Termination or a resignation for Good Reason pursuant to the Employment Documentation, whether initiated by or against the applicable Principal Employee under such Principal Employee’s Employment Documentation or by or against the Members’ Representative under this Agreement, shall be final, non-appealable and binding on all parties for all purposes of this Agreement and the Employment Documentation. Each party irrevocably and unconditionally agrees not to assert (a) any (i) objection that which it may ever have to the laying of venue of any such Litigation Action in either Chosen Courtany federal or state court located in the State of New York in New York County, (iib) Claim any claim that any such Litigation Action brought in either Chosen Court any such court has been brought in an inconvenient forum and (iiic) Claim any claim that either Chosen Court such court does not have personal jurisdiction over such party with respect to such Litigation; Action. To the extent that service of process by mail is permitted by applicable Law, each party irrevocably consents to the service of process in any such Action in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. Each party irrevocably and unconditionally waives any right to a trial by jury and agrees that each any of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained-for agreement among the parties hereto agrees that they will not bring or support any action, cause of action, claim, cross-claim or third party Claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources irrevocably to waive its right to trial by jury in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Financing (or any alternative or replacement financing) or the performance thereof, in any forum other than the New York Supreme Court located in New York County or the United States District Court for the Southern District of New York and the appellate courts having jurisdiction of appeals in such courtsAction.

Jurisdiction; Court Proceedings; Waiver of Jury Trial. (a) Any Litigation against involving any party Party to this Agreement arising out of, of or in connection with or any way relating to this Agreement shall be brought solely exclusively in any state or federal court located in the U.S. United States District Court for the Southern District of Indiana Delaware (ortogether with the appellate courts thereof, if the U.S. District Court for the Southern District of Indiana declines to accept jurisdiction over a particular matter, any state court sitting in Indianapolis, Indiana) (the “Chosen Courts”) and each of the parties Parties submits to the exclusive jurisdiction of the Chosen Courts for the purpose of any such Litigation; provided that a final judgment in any such Litigation may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party Party irrevocably and unconditionally agrees not to assert (a) any (i) objection that which it may ever have to the laying of venue of any such Litigation in either any Chosen Court, (iib) Claim any claim that any such Litigation brought in either any Chosen Court has been brought in an inconvenient forum and (iiic) Claim any claim that either any Chosen Court does not have personal jurisdiction over such party with respect to such Litigation; provided . To the extent that service of process by mail is permitted by applicable Law, each Party irrevocably consents to the service of the parties hereto agrees that they will not bring or support any action, cause of action, claim, cross-claim or third party Claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources process in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Financing (or any alternative or replacement financing) or the performance thereof, in any forum other than the New York Supreme Court located in New York County or the United States District Court for the Southern District of New York and the appellate courts having jurisdiction of appeals such proceeding in such courtscourts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY AND AGREES THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BXXXXXXXX-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE ITS RIGHT TO TRIAL BY JURY IN ANY LITIGATION.